Avengers: The Time of Darkness
by Metal4k
Summary: There are things that the universe was never meant to see. When Kara Zor El arrives in the Marvel universe at the tipping point of the Age of Ultron things begin to change. Her presence has disturbed the balance of the multiverse, and the darkness from her universe will follow. Can the Avengers defeat this darkness?
1. Chapter 1

**Part I**

 **The Age of Ultron**

 **Chapter 1: Tony Stark**

* * *

Pain.

That was all she felt as she plummeted towards the ground. Her red cape fluttered behind her, torn and worn, while her outfit clung to her by threads. The red, gold, and blue outfit slapped around as the wind rushed around and past her, threatening to fly off her as she broke the sound barrier.

Her eyes barely hung open, and she felt the tears rushing from her eyes and evaporating from the heat wave forming around her. She choked and closed her eyes. She could feel the earth. She could feel it as she approached.

Kara wondered what would happen when she landed. Would she land in a city and incinerate the whole thing from how fast she was falling? Or would she hit a lake? A forest?

She heard honking. Voices. Cars.

A city. People. If she hit a building it would go down instantly.

But she didn't have the energy, the strength, to even move. She didn't have enough strength to open her eyes. She was beat. She had lost. She couldn't dare to think of how she let everyone down. How would Clark feel about her failure?

She felt herself speed up as gravity pulled her towards the planet. She felt the wind and heat eating away at her skin despite its invulnerability.

And then she knew glass, metal, and the cold ground slamming into her a full force. She felt the crater forming around her and choked on the dust that blasted upwards into the air from where she landed. She coughed.

She was still for a few minuets then slowly pushed up on her hands.

The sun was beating down on her with heat, and her hearing picked up the sounds of sirens and people screaming.

She sighed. People were going to rush to her to see what had happened. It wasn't surprising really. Not everyday does she get beaten bad enough to get thrown down to earth and form a crater in the middle of a city

Beaten.

She felt the hole in her heart. They had been beaten. All of them, to an emery more powerful than anyone they had ever faced. She remembered the faces.

Bruce. Hal. Diana. John. Robin. She remembered Clark falling to his knees in defeat. The water gathered in her eyes as she remerged him pushing her through the portal back to Earth before it closed.

Her teeth sank into her cheek. She had to be strong for the people of Earth. They needed hope. And Kara Zor El stood for hope just like her Cousin had.

Kara focused her energy. She let her skin absorb the sunlight, then used that to propel herself upwards.

 _Time for the media…_

When she floated above the small ten foot creator she had formed she was surprised to see no one around. No cameras, no media, no reporters. No one. Well actually not no one. Instead of being pounded by the News Networks or other curious civilians she watched as people raced by on the streets, running away from something, running right by her. A few paid her glances but she wondered what on earth could possibly be making them run so fearfully that they completely ignored Supergirl?

It was then she heard the roars and snarls of a beast. It reminded her of Doomsday. With a grimace she rocketed herself up into the air, her tattered clothing ruffling violently. She stopped above the buildings and scanned the arid, dry city. She could see the smoke and hear gunshots in the African city.

She used her telescopic vision and zoomed in so she could pinpoint the screams. Dozens of people fled from the inner part of the city, and at the back of them tossing cars like pebbles and destroying literally everything in its path was a massive green raged monster.

Her heart fluttered.

Something about this creature made her uneasy. She had faced super powered beings over and over again but this one was different.

With a deep breath and steeled resolve she focused her energy and shot forward at supersonic speeds. The wind grabbed at her hair and tugged at the rags of blue and red that barely covered her, but it failed to affect her. She simply kept going and within a few minutes she soared right into the street where the beast was. She landed on a knee as the beast roared and tossed a small car into a building while a few civilians still tried their best to flee.

Kara glared at the beast as it continued its tantrum, throwing its arms everywhere, tossing boulders, cars, debris, and all sorts of things. Its massive hands wrapped around a huge chunk of concrete, spun around faster than she anticipated, and hurtled it at a group of people cowering next to a store across the street.

Supergirls eyes went wide and she blitzed over to the group of people. She caught the car just in time, her hands gripping the sides and bending the metal inward as she held the car up. She grit her teeth and put the car down in front of her.

"Get out of here!" She yelled at the civilians who stared at her with both gratitude and confusion.

A moment later something hit her head on with enough force that she went flying and slammed right into the side of a small building. The wall crumbled on top of her, but she shrugged off the large chunks of concrete and flew back into the street.

She glared at the green beast that stood a few feet from where she had just stood and slowly lowered herself to the ground. The monster roared at her and beat against its chest like an ape. She saw its bloodshot eyes and the tears streaming downs its face.

Then it charged her.

It's snarl and malicious growl forced her to step back and the beast reared back a fist. She raised her hands and caught the punch it sent for her. Despite her hands being the size of one of its fingers her strength held the creature back.

Her feet dug into he pavement below, breaking through it and sinking her into the ground. Kara's eyes went wide as her arms were slowly pushed towards her. She grit her teeth and pushed back, managing to equal the beasts strength and put it in a stalemate. The monster roared again, staring at her with hate and threw its other fist at her.

She quickly pulled one hand away from the first fist and blocked the second fist. She held the monster at bay, gritting her teeth as the torn red cape fluttered behind her.

Their eyes met and for a moment she thought she saw something like sorrow in the monsters eyes. Then it turned to sheer rage and snarled at her. Thats when she felt herself being pushed back again, when she felt the creature starting to overpower her.

Kara's heart sped up and she pushed back once then quickly slipped out of the way as the beast lurched forward and past her. Before she could move it turned around and slammed the back of its hand into her.

She rocketed backwards and crashed into a store, breaking through its front windows and flattening several shelves before she finally came to a stop \when she hit the back wall and flopped to the ground.

The young blonde looked up when she got to her knees. Her hair framed her face and she was forced to bottle up any frustration she had. She had hoped to put this monster down quick.

When the beast didn't come into the store she was surprised. She though it would've followed her so it could kill her. She took advantage of the monsters predatory lapse and blasted out of the store and back into the street.

Then she saw something that really caught her off guard.

A monstrous machine of red and gold stood at the other end of the street, parts floating down to it and spinning before they sealed together like a puzzle. It had glowing white eyes and a circular chest piece that also glowed white.

People continued to flee all around her and she readied herself to fight the new machine and beast when she saw the green monster was facing the machine and not her. She could let them fight and kill each other-

"You listening to me?" A voice started from the massive machine, interrupting her thoughts. She raised an eyebrow. It spoke english.

The machine continued, "That little witch is messing with your mind. You're smarter than her, you're stronger than her. You're Bruce Banner."

The beast roared and grabbed a car.

"Right don't mention puny Banner!" Then it sent the car at the man in metal. She watched as the machine caught it and the beast ripped through the car to sock the machine in the face. It tumbled backwards before catching itself on its knees. It propelled itself forward and slammed into the beast, grabbing its head and thrusting it against the ground and ripping the street in half as it drug the beast along.

Kara wondered if whoever piloted the machine would need her help.

She was answered when the monster kicked up and sent the machine flying down the street. It was then she intervened. She dashed forward and slammed both fists into its gut. She kept going, using her powers to carry them both forward and straight into a building. Then a massive hand wrapped around her waist and she was tossed like a doll through the building and back out into the air.

A quick gasp escaped her lips as she was thrown back into the sun but she failed to react as the beast leapt out from the building and up to her. It grabbed her and she yelped as it pulled her along and crashed them both into the roof of a nearby building. She coughed then was yanked upwards as the beast wrapped both hands around her and started squeezing.

Ribs popped, and her body strained as the beast squeezed the life from her. She focused and her eyes glowed red as two beams of energy shot out. They seared the beasts chest and it released her with a roar of agony.

Air flooded her lungs and she wheezed for a moment before looking up. The beast raised its hands and she zipped out of the way as its fists came crashing down. The roof where she had been collapsed and she raced back at the beast, socking it in the face, ducking under on of its own swipes, then crashed her elbow its its chest.

The beast returned another punch which she evaded, then tried to grab her. She slipped out of the way just in time, but it managed to back hand her again. Pain spiked through her left side and she soared down to the streets, crashing into an abandoned bus.

She groaned as she peeled herself off of the buses remains, then looked back up and saw the beast leap down towards her. She crouched and was about to launch herself at it when the machine from earlier slammed into the beast and sent both itself and the beast tumbling to the ground. The two rolled when they hit the street, and when the beast got on top the machine kicked it off. The beast roared as both got to their feet and the machine raised a hand where a beam of white energy blasted out and hit the monster head on.

"Hey little lady you shouldn't be out here!" The machine called out to Kara.

She opened her mouth to reply, but instead screamed with wide eyes, "Look out!"

The metal man was suddenly hit by a flying car and the beast rammed it head on with a shoulder, before punching it over and over again, metal shards and scraps flying in every direction.

Kara raced forward and hit the beast again with both fists head on. This time though the beast barely moved. She gazed up in shock then it grabbed her hair, enticing a scream from her, and smashed her into the metal man. It raised her up and slammed her back into the metal man. She gasped as the metal creaked under her body then was lifted up again, and for a third time was slammed back down into the metal man.

"Geez lady what're you made of vibranium?" The voice in the machine asked.

She didn't care to respond as she was lifted up, but before she was used as a rag doll again she let loose two more beams of red. The heat scorched the beast and it roared in pain, but didn't release her. She narrowed her eyes and slammed both fists into its wrist as she fired a second round of heat beams at it.

Then beast released her after both attacks and she blitzed right at its chest, crashing her foot into it, then as it stumbled back flew forward, and after raising both hands above her head, brought them down on the beast.

It yelped and slammed face first into the street. But it wasn't down, and Kara barely managed to raise her hands as a slab of street was thrown into her.

She went flying and crashed back down into the street a block down. She shook her head and wiped the smudge of blood from her mouth before flying back up a few feet. The metal man had reengaged the beast and was managing to hold its own until the monster used a pole to skewer the metal mans arm, and the beast roared as it pushed the machine down and started to tear its arm apart.

A sonic boom echoed out as Kara raced forwards. She pulled a fist back but suddenly, a foot away from the beast, a green hand smacked her like a fly and sent her flying into the nearest building.

The walls and debris fell on her and a moment later she pushed the massive amounts of debris off her. She dusted herself off then flew back out into the open and saw the Machine standing once again. The beast was down the street, and she watched in amazement as a new arm flew down from the sky and reformed around the machine, making a brand new arm for it.

"That's better." The machine stated stretching its new arm.

Again the monster roared and got to its feet, snarling and throwing a tantrum.

"Here we go." Kara sighed. She huffed then shot forward. She slammed into the beast again, this time hitting its leg with her elbow then flying up and uppercutting it. The beast went flying into the air and she raced after it, raising her hands above her head, then with a yell brought them down on the beast.

A crack rang out and the beast flew downwards and into the street, obliterating anything within a ten foot radius.

Fist pulled back, she blasted downwards with lightning speed and broke the sonic barrier as she brought her fist down on the beast.

Suddenly her momentum jerked to a halt and her body snapped forward as her hand was stopped in its tracks by a much larger green hand. Her eyes went wide as she saw the beast grinning at her from below. It started to tighten its grip on her small hand and Kara tried to fly away. The grip was too tight and the beast yanked her back to it, slamming its other fist into her head.

Lights floated around her and she felt her head spin as her vision started to turn black. She felt the wind as she flew through the sky and crashed right into a office building, ripping through the walls and smacking into the desks with bone crunching force.

A few moments passed. Kara blinked over and over again. She tried to focus herself and forced the darkness threatening to consume her away. It took longer than she hoped but she eventually got the darkness to leave her and she felt energy return to her body once the threat of passing out was gone.

"Dang," She groaned getting to her feet. Only Doomsday, Darkseid and Clark hit that hard. With a quick brush of her hands she adjusted her skirt and pushed her cape behind her. She could hear a fight and raced out to the streets again.

The Machine and beast were going at it, throwing punches, lasers, kicks, and all sorts of moves as they tried to rip each other apart.

Kara pursed her lips and clenched her fists as she heard the terrified screams of people that were trying their best not to get crushed by the two dueling monsters.

She had to end this fight.

Her mind raced, trying to come up with ideas of how to stop the monster. It could take her punches head on, and it was as durable as she was, if not more so.

Then how to stop a rampaging monster?

She looked down at the machine as it was tossed through a building and the green monster raced after it. The two knew each other. She got that much from the way the machine's operator spoke to the monster. Maybe the machine knew how to take it down.

Slowly she followed them from above, watching the battle, watching as machine and monster fought tooth and nail, watching for any sort of weakness. She watched as they tore each other apart, debris following their paths, destruction raining down on every building that they crossed. People screamed as an elevator started to free fall from a skyscraper and she was about to shoot forward when the machine caught the elevator, allowed the occupants to get our, then slammed the elevator into the monster as it raced at the civilians.

The monster staggered backwards and she saw it spit out what looked like green blood and a tooth. It grinned at the machine.

"I'm sorry." The machine quivered.

Her eyes went wide. If it could bleed then it could die. Or at least be knocked out.

She flew forward and before the beast could rip the machine apart she crushed her fist into its cheek, which effectively slammed the beast into the ground. She didn't let up, hoping that sheer strength and overwhelming attack could subdue the beast before it could retaliate.

One fist went down on its head, another fist hit the beasts chest, a foot slammed into its neck, and red lasers blasted its chest. Kara dashed upward, then using all the speed she could muster, rocketed down and rammed her feet into its chest. She floated up again then crushed both her fists into its face.

Again, she raced upwards, this time flipping so her fists faced the ground, then shot downwards as fast as possible.

Then next thing she saw was that concrete and she slammed into the ground, her fists digging several inches through the concrete.

She looked to the side where she heard breathing and was met with a massive fist. Her head snapped backwards and she ricocheted off a car and into a bus stop.

Fingers suddenly wrapped around her legs and she was pulled up and thrown into the air. She spun to a halt and gasped when a car slammed into her. She fell to the ground with the car falling on top of her.

The metal creaked and she lifted it off of her, only for two feet to land on the top of it and crush the metal back on top of her.

Kara yelped and blinked away the pain as she looked up to see the beast raising its fists to end her. There were screams, and cries and she readied herself to receive the beating of a lifetime. Then it's eyes flickered upward for a moment.

It's fists didn't come down.

It only stared and she saw its face contort in confusion. She saw regret. Fear. Sorrow. Then bullets fired, only to bounce off its skin and the beast roared with malice. It looked down at Kara, pushing its feet further into the car so it would crush her, then brought down its fists.

But a fist of metal hit the beast first, and the monster soared off Kara and the car and slammed headfirst into a nearby building that collapsed on top of it.

She pushed the car off her with a grunt and got to her feet, waiting for the beast to come back for her and the machine.

It didn't come back. She listened for it and heard nothing but deep, slow breaths.

It was out cold. Or at least she hoped it was.

She huffed a sigh of relief and slouched a bit before looking back at the machine.

"Thanks."

"Anytime kid." The machine replied. The voice sounded tired, but she also heard the curiosity behind it.

She wouldn't be surprised if- "Say kid what's your name?"

"Kara." She replied with a smile.

"Asgardian?"

She raised an eyebrow, "A guard what now?"

"Hmm," The machine raised a hand and looked like it scratched its head. "Do you know Thor? Big dude, loves his hammer?"

"Uh," Kara started, "No sorry."

"Oh well. That new." The machine sighed. Slowly the large armor began to peel apart, the red and gold pieces flying back up in the air and into what she forged where large flying containers. A smaller armored figure, well an armored man, flew out of the big suits chest piece then floated down next to her, landing with a metallic clink.

The helmet opened upwards, and the man inside looked down at the shorter blonde. She just stared, waiting for an introduction.

He was older in his forties but was still a looker with a goatee. He chuckled, "I know, I know, its Tony Stark don't get your panties in twist."

"Who?"

He blinked. "Tony Strak? Billionaire? Playboy? Philanthropist? Iron Man? Founding member of the Avengers? Ring a bell?"

Kara awkwardly rubbed the back of her head. "Sorry. I'm new here."

"Huh," The man squinted his eyes at her then looked her up and down. He started to pace around her. "Super strength. Invulnerability. Not an Asgardian, and you have no idea who I am."

She shifted uncomfortably and readied herself for anything.

The faceplate closed back over the man, "Extra terrestrial I figure. Well thanks for the help lady. Lucky for you Shield's not around and I'm too busy to figure you out so stay out of trouble kid and don't make us come back for you."

With that the man named Tony Stark flew off towards the building the beast had fallen under. She watched as he moved piles of rubble and pulled out a shirtless man with pants then flew off in the horizon. She wondered who that man was then it hit her. The beast. It had the same pants on. That man was the beast.

She looked after Stark but after a few seconds noticed the dozens of civilians starting to crowd around her. Several started speaking loudly and she couldn't understand them. Maybe she should've learned to speak more earth languages.

With a shrug she took off to the sky. After flying high enough so she could see for a hundred miles she looked around for the man Tony Stark.

She failed to find him but instead saw a jet, or what looked like one, flying away from the city.

For a moment she pondered whether or not fooling him was a good idea. Obviously he was a hero, and there were definitely monsters in this world to.

If anyone would know where the hell she was then it was him. And if anyone knew about the Leagues where a bouts then he would. After all he was a hero, and what hero didn't know about the Justice League?

But she did wonder who the Avengers were. She shrugged. She would find out later.

Then she took off after the jet, determined to find out more from this Tony Stark.

* * *

 **A/N This idea came into my head after watching Age of Ultron and a few animated Justice league movies. Initially it started out as a DBZ and JLA crossover, but I rethought it and decided a Justice League and Marvel crossover would be cooler, and way more fun to write. Anyway this story will be three parts. This first part is obviously about the age of Ultron and then we'll see what happens from there.**

 **Anyway Super Girl will play a major part in the upcoming events and throughout the story things will drastically change since Super Girls presence will cause a lot of disturbances in the MCU.**

 **In case anyone thinks Super Girl is too OP, Im using her new 52 feats which puts her on the same, or similar level as the MCU characters.**

 **Hope you enjoyed. Thanks for reading. God bless and don't forget to leave a review!**

 **-Metal4k**


	2. Chapter 2

**Part I**

 **The Age of Ultron**

 **Chapter 2: Supergirl vs the God of Thunder**

* * *

Kara followed a few miles behind the strange jet, out of what she hoped was the jets radar.

She had determined Tony Stark was indeed inside the jet hours earlier when she used her X-Ray vision to see inside the plane, and for the past couple of hours her keen eyesight and hearing had allowed her to follow the jet at what she deemed was a safe distance. An added bonus was the cover of night which she was sure made her that much harder to spot. Of course she knew they could've seen her with thermal vision but that was only if they knew they were being followed and she doubted they did.

Her hair rustled in the breeze. It was a cool and fresh.

One of the advantages of flying over an ocean.

Then her thoughts traveled to the man she had met. Tony Stark. He had seemed so sure of himself, like he was some big shot like Bruce Wayne. Ha if only. Then again, he was wearing a suit of armor and fought a massive rampaging monster like it was no big deal. How had she never heard of him before?

She shook her head and continued onward after the jet. Either way she needed him to find the League. Or at least whoever was left of the League. The Watchtower was gone, and so was Gotham and Metropolis. West City she didn't know about and Paradise Island they had lost contact with, so finding whoever was left of the League was her only option. They had to start preparing.

So she followed.

And followed.

It had been hours, and she still had no idea where they were going. She figured either Europe or the United States. Maybe Asia, but since the man spoke fluent english that seemed unlikely.

The stars were bright and there were few clouds in the sky. Every once in a while she would have to veer around a cloud so it wouldn't break apart and give her away.

Maybe following them discreetly wasn't the best idea, but she didn't know them and after seeing both the metal man and a monster level several blocks, she needed to find out more about them, and t would be easiest to do that from afar.

She looked up to the stars and sighed. Then, a smile formed on her face. She had to stay positive. She had to have hope. For Earth.

So she started humming and took in a deep breath of fresh air.

At least it was a nice night.

* * *

"Hey Stark your friend's still following us."

Tony Stark narrowed his gaze and walked over to Clint Barton, who was flying the Quinjet. He inspected the radar and indeed saw how his 'friend' was still trailing them by a couple miles. When his satellites had picked up a target and identified it as the girl he had fought the Hulk with he had hoped that she was just going in a similar direction as them.

But now that they were nearing the East Coast he knew it was time to do something about it. Barton had already mentioned how he wasn't going to his safe house with her in tow.

"Well she's just a kid. Probably wants a paycheck for helping me out with the big guy." Stark said with a shrug.

"Heh or an autograph." Barton chuckled.

"Both more than likely. I mean come on, how often do you get to meet the Avengers?" Tony smiled, smacking Barton on the back before turning away and walking over to were his suit stood in the QuinJet.

Barton chuckled darkly, "What a great first impression."

Tony pursed his lips together and looked around. The others were asleep except for Thor who was sitting with his back to them holding his head in his hands. He hoped they hadn't heard Barton.

"So whats the play Stark? It's not a safe house if she follows us and finds out where we are."

"I'll deal with her. Just keep going and I'll catch back up."

"We have stealth mode on…"

The Genius paused for a moment as his armor of gold and red wrapped around him. The helmet closed over him and in his electronic voice he said, "Good point. Put the jet on hover and wait for me. Shouldn't take long to get her to go home."

Iron Man walked towards the end of the QuinJet, feeling a tad bit guilty when the back opened up and the roar of the jets and the wind woke everyone up in the plane.

"What the…" He heard Bruce mutter with a start. At least he didn't go green.

"Stark, what are you doing?" Bellowed the large Asgardian from behind him. He felt a hand on his shoulder and glanced back at Thor.

"Don't worry big guy. Just hang back here and I'll be back in jip."

Whatever the others said he didn't pay attention too since the back door was open enough abd he blasted off towards the girl in red and blue.

His HUD had her exact location and for a moment he considered what would be better, surprising her or just going right up to her? On one hand surprising her could end with a fist to his face, but it was more fun that way! And after the day he had, he could use a bit of fun. Besides she seemed like a girl who could take a joke.

With that in mind he veered downward by several hundred feet so he could fly right up in front of the girl and give her a good startle. It would be hilarious. The look on her face he NEEDED to record, but he wouldn't record it. He wasn't _that_ evil.

A minute or two later his HUD directed him upwards and he followed its set path, and already knowing how much thrust he would need to pop up exactly twenty feet in front of he, his repulsers increased their propulsion and shot him upwards.

Fortunately he didn't have to break the sound barrier and alert her to his presence.

However, a beep went off and he noticed how she was changing directions. He saw her radar dot coming right for him.

So much for surprising her.

He slowed slightly and looked up to where she was coming from and saw clouds. He wondered if she would be able to see him and did a scan of his own.

As predicted she was heading in his general direction so he decided it would be better to meet her halfway. He started off towards the clouds and saw her approaching faster when he heard thunder. He stopped and looked back towards the Quintet. He saw a speck of a red cape flying out towards him.

He sighed. _Damn Asgardians._

His sensors alerted him of the girl getting close to his position and he turned to face her. He watched as the blonde slowed and turned from her horizontal position of flying to where she was just floating in the air and looking him face to face.

Well face to metal helmet but same thing.

"How'd you know I was following you?" She asked crossing her arms, slightly narrowing her gaze at him.

Inside his helmet Tony raised an eyebrow at her. Was she seriously treating him like _he_ was the bad guy?

"Radar," He replied with a little bit of irritation, "Wasn't hard to see you. You're not the stealthiest bird in the sky."

"Well neither are you." She replied like a typical teenager.

Tony sighed. "Look kid, Kara right?"

She nodded.

"Ok I gave you a choice to walk away but you followed us instead. Now I have to ask," he raised his repulsers at her, "why are you following us?"

"Uh," the blonde said rubbing her head, "ok well I need your help."

"My help?" Tony asked. "Why didn't you just ask when we were back in Africa?"

"Because we were fighting a giant green monster."

Tony blinked, "Touche."

The girl smirked and nodded again.

"Okay well if you need my help you can set up an appointment. Stark Industries, or you know what go to Avengers tower in New York and talk to Hill. She'll set you up with something and I'll be happy to give you advice all ding dong day once I get back."

The girl looked at him oddly, "Well I guess? By why can't we just talk now? You're already here."

Thats when Tony's suit picked up the Asgardian arriving right next to him.

"Stark, what is the meaning of this?" Thor bellowed as he stopped next to Tony, using his hammers constant spin to keep himself floating in the air with Iron Man and the unknown girl.

"Well blondie here has been following us since Africa and I decided to tell her to go home." Stark replied with a wave of his metal clad hand.

Thor looked on the girl with suspicion. He didn't know her, but what bugged him was that she was flying. What bugged him even more was that Stark seemed to know this girl and had failed to mention her to the rest of them. "And when were you planning on telling the rest of us about her?"

There was a moment of awkward silence before Tony responded, "Well it's not like I _wasn_ _'_ _t_ going to tell you guys. I was just waiting till we got to Clint's 'you know' place."

"Of course you were." The god said back shortly, still obviously sour at Tony for earlier events, aka creating Ultron.

"Look," Iron man said facing the Asgardian, "I was gonna tell you. She's not a threat and we have a lot bigger issues to worry about then some little girl."

"I'm eighteen." The girl replied with a huff.

Tony ignored her and continued, "Just go back to the Quinjet, I'll figure this out, then we can all go sing Kumbaya at Barton's place. Deal?"

"No," Thor replied shortly, his gaze irritated and unimpressed. His eyes then fell upon the floating girl. "And what is your name my lady?"

"Kara." Tony stated with a bored shrug, holding one of his hands up to wave away any comment the hammer man would've retorted with.

Kara looked at him with what he thought was a hint of annoyance before looking back at the god. "Yes, my names Kara."

"Well Kara I am Thor of Asgard." Thor stated politely, a small smile gracing his lips. He was pissed at Stark, but this girl seemed decent enough.

"Yeah God of thunder, flies around with a big hammer, but back to the big question," Tony looked over at her. "Why do you need my help?"

The girl rubbed the back of her neck and bit her lip. Tony wondered if she was hurt, and scanned her body for any signs of injury. Nothing came up. Well nothing injury related that was. Her cells however, were a completely different story. They weren't human.

His gaze narrowed. Now he was really interested.

"Ok, look, I'm kind of lost and I need you to point me to the League."

"League?" Tony asked dumbfounded. Lost definitely wasn't what he had expected when she asked him for help. He expected her to ask for money, or help with some other mission that she figured the Avengers could handle. Hell even directions to the nearest starbucks would've been more predictable than being lost.

"Yeah you know the Justice League? Superman? Batman? Wonder woman?"

Thor exchanged a confused glance with him.

"They owned the Watchtower? The big floating space station in space?"

Tony scanned her again. Her heart rate was steady and after scanning her a second time he was able to see, that at least according to his machines, she wasn't lying.

"I know not of this Justice League you speak of." Thor replied, his hammer spinning a tad faster. This girl seemed ok, but her questions were strange. He wasn't going to let his guard down.

"Ok," Tony started, "I don't know anything about this League you keep mentioning, but I'm sure if you go talk to Maria Hill at my office in New York she'll be able to help you out. Just tell her I sent you."

Kara stared at him blankly. He figured she had been hoping for more than just go to my office and my secretary will help you find whatever your looking for.

"So ok let me ask this again," She stared down, her face contorted in concentration, "you don't know who the Justice League is?"

* * *

Kara finished her sentence with a taste of disbelief floating in her mouth. How on earth could these heroes, one who's apparently a god, not know about the League? Everyone knew the League! It just didn't make sense!

"Nope. Not a clue." The man named Tony, or Iron Man, replied.

She looked at the stars. Could she be…

No that was impossible. But she had to know.

"What about Lex Corp? Or Wayne enterprises?" Her voice cracked a little, but at the exact moment she didn't care. She knew of the multiverse and time travel and all those crazy things the League had done, and she needed to be sure if she wasn't in her own universe.

"Never heard of them." Iron Man replied without missing a beat.

She closed her eyes and sighed. If her instincts were right, then- "What about metropolis? And Gotham? How are they doing?"

The two other in front of her exchanged another glance before Iron Man said, "Are those places or people?"

Another sigh escaped her. She clinched her fists and shut her eyes tight as the water pooled behind them.

She was in another universe.

She was alone. Hell she didn't have any of her friends, this wasn't even her world, and she had no way to get back home. No boomtubes, no Batman to figure it out, no cosmic beings that she could bargain with, no Flash to help her go through time or realms. She had nothing.

"I'm sorry," She said looking up and blinking multiple times to wash the tears away, "I have to go."

A blast of air jetted out from behind as she busted into supersonic flight and raced towards what she hoped was the mainland, flying right by the jet she had been initially following.

She cared not for the wind or the cool air anymore. She let the tears flow, and jerked a bit as her breath became erratic and uncontrollable. Not only had she failed her friends and family, but now she had failed her home. She had failed _her_ Earth.

"Damn it Clark," She hissed to the sky as she remembered him pushing her through the portal to escape certain death.

Kara shook her head hard to try and clear her mind. But grief was powerful, and any hope she had at saving her planet was all but gone. What was she supposed to do now?

She barely even noticed the cliffs she was approaching.

Her mind raced. She could try to find a way home? Obviously this universe had geniuses and monsters. Maybe she could find one who knew how to break the dimensional barriers. Or she could try finding any sort of cosmic beings in the universe and hope they would help. Or she could-

Wham.

A sudden bulk of cold hard metal slammed into her and she flew face first without even a cry into the cliffside.

The rock snapped apart when she hit, then she fell from the cliffside towards the ocean with a cough. She opened her eyes and saw the rocks falling after her, only for something metal to grab her from behind and lift her up, effectively crashing her into the falling rocks over and over till they flew above the cliffside and back over solid ground.

Only a few feet above the ground was she suddenly released, and she yelped as she fell to the ground face first. She spit mud from her mouth and got to her knees as thunder roared in the sky above and her fists grabbed at the mud and crushed it beneath her fingers.

There was a clunk and she looked up to see Iron Man kneeling down, then he slowly rose to a stand and looked down at her with hands raised in a peaceful gesture.

"Look this wasn't my idea ok I caught you but he-"

Kara slammed into him. She yelled as she hit him with a right hook then a left. She was gifted back with a repulsor blast to the chest that sent her flipping backwards in the air.

"Kara," Iron Man stated rising into the air with his thrusters, "look we just want to talk ok? He's the one who hit you with that damn hammer."

She turned around and saw Thor, the man who apparently considered himself a god, floating above her and staring down at her while thunder and lightning roared in the sky above.

Then it started to rain.

"Who the heck do you think you are hitting me with that freaking hammer!" Kara snapped, her eyes narrowed dangerously and her hands clenched into fists. She was so not in the mood to deal with this.

"You follow us after fighting our friend and have done nothing but answer us in riddles," Thor announced with a narrowed gaze, "you will come with us and we will sort this out peacefully."

Kara scoffed, "I'm not going anywhere with you!"

* * *

"Kid," Tony started hoping to get ahold of the situation before it exploded, "what Shakespeare here is trying to say is that your stories a little weird and after the day we had we don't need anymore weird ok?"

"Well I'm not lying if that's what you think!" The girl snapped at him though her words weren't as poisonous as the ones thrown at his fellow avenger.

"You speak of cities and people who have never existed on Midgard, you either lie or have deceived yourself." Thor responded with clear accusation.

"Dude will you please shut up?" Tony replied, knowing where this was going. After making Ultron and causing almost all of their problems himself he really wanted to avoid creating another one with this super powered girl.

The Asgardian didn't reply to him and instead Kara said, "Look I know you guys are having your own issues ok but I won't be a problem. I just want to find my friends!"

"Yeah we get that but-" Stark started only for Thor to interrupt with, "Lady Kara I do not know you and I cannot leave you to run around Midgard causing mayhem."

"Oh my gosh I'm not going to cause mayhem or whatever you think I'm gonna do! I just want to find my friends and get home!"

Tony sighed. How on earth did he end up being the least hardheaded person in the group?

Thor floated down towards her, "I understand, but you need to come with us. If you would just-"

The God of Thunder reached for her and the next thing Iron Man saw was his friend flying into the ground below them and the super powered girl turning to face him.

He raised his hands, repulsers aimed at her before saying, "Kid listen ok we just want to talk!" Her eyes relented a bit, and he saw her shoulders relax. She was obviously acting out of emotion, but was definitely not telling them the whole truth of her situation. That much Iron Man knew.

"I-" A hammer slammed into the girls side and she went flying upwards into the sky.

"Damn." Tony said as he watched her fly upwards.

Mjolnir shot back down to the earth and he watched Thor grab his hammer then fly up to meet the girl in mid air. He watched as the two exchanged a few punches and hammer swing then saw the girl unleash two red beams that singed Thor's armor and launched him back into the ground below.

He shook his head, but knew what had to be done. He shot forward and slammed into the girl while she was distracted. He let her go so her momentum carried her forward then blasted her with his repulsers.

She continued to fly backwards for a moment then halted her own momentum. He saw her frown and look at him with fire filled eyes.

So much for handling this peacefully.

* * *

Kara was pissed. Why the hell would they try so hard to force her to come with them? They were heroes weren't they! Heroes didn't do that! Then again Clark and Batman had a few times whenever peaceful talks failed and the were forced to act in violence.

Wham.

She reeled back, feeling her head spin and tasting blood in her mouth as she tried to recover from a blow to the head from a hammer. She looked down to see the supposed God grab his hammer from the air then fly up at her.

Her energy focused and she turned to meet him when two blasts of energy hit her and forced her into a mid air roll. She glared at Iron Man but jerked upwards as she was hit with a fist to her gut then a hammer swing to her back.

She flew towards the ground and tried to stop herself, however a missile and another energy blast sent her flying to the ground, burying her head first into several feet of rock and mud.

The wet dirt filled her mouth and she was forced to hack it up only for a knee to crash into her back and make her swallow more of the mud as she tried to yell. A hand wrapped around her hair, yanked her upward but instead of continuing the punishment its owner set her down.

"I do not want to-" She didn't let the hammer man finish and socked him in the face. He had thrown the first punch. Screw whatever he wanted.

This time instead of racing at him she looked for Iron Man. She saw the energy beams fired at her and dodged to the side, kicked off the ground, then rocketed upwards at the metal man. She slammed into him, wrapped her arms around him, spun, then threw him at the ground.

She wasn't able to see if he hit since a good old hammer swing clocked her from the side. She gasped then was hit again on her left side. Her vision finally caught up with her and she saw the hammer right before it uppercut her. She flew upward but this time saw how Thor had flown upward and was about to bring the hammer down on her. She reached up to catch the hammer but it was heavy to the point she literally had no chance to push it back and it slammed into her.

Rock cracked beneath her as she landed on the ground and sent mud flying everywhere while the rain continued to drench her. She was covered in mud and what remained of her clothes was soaked.

She groaned and sat up looking at the hammer man. He hit hard.

Before he could continue his attack she blitzed upward. She slammed a fist in his gut, then spun and kicked him in the side. She was prepared to continue her assault when a metal hand hit her in the face then a energy blast caught her in the gut and sent her rolling backwards in the air.

Again she caught herself mid air and straightened herself back up only to see a bright white light that crashed into her face.

Electricity coursed through her body, and she screamed as it shocked her at level she had never felt before.

It stopped after a few seconds and she jerked awkwardly as the remains of the electricity finished up their journey through her body before discharging into the air. She groaned but grit her teeth and looked up at the two so called heroes.

Again Iron Man raised his hands and said, "How about you come with us and-"

She raced at him, and felt the metal of his chest dent underneath her next punch that sent him flying in the opposite direction. She barely dodged the hammer swing sent for her head and delivered a series of punches to the so called gods face and torso before delivering a sweeping kick to his neck that launched him into the ground, his hammer falling from his hand.

She took the opportunity and flew down to the hammer. She grabbed the handle and lifted.

Nothing.

She stared at the metal tool before trying to lift again. Again it didn't even budge. She looked at it in bewilderment. Why wouldn't it move?

Suddenly a metal hand hit her in the face and she tumbled backwards onto the ground, her cape flipping over her before finally tearing off her back and falling to the ground. She didn't wait and launched herself at Iron Man.

He dodged her. She turned and flew right back at him. A energy blast hit her in the face and she gasped as she crashed into the ground from the supercharged attack.

She looked up and the last thing she saw was an electrified hammer crashing down on her.

* * *

 **A/N Heres chapter 2! Hope you guys enjoy. Next Chapter Kara will get to meet the rest of the Avengers, of course not in the best of circumstances. Also to clarify things Kara lost easily because she's tired. She's been through a lot and just fought the hulk and has had no rest.**

 **Anyway thanks for reading! Review! God Bless!**

 **-Metal4k**


	3. Chapter 3

**Part I**

 **The Age of Ultron**

 **Chapter 3: So Breakfast?**

* * *

Kara felt the dirt underneath her feet, and the new clothes over her skin. She smelled the grass and the wood around her. She heard the sound of birds chirping, but it was muffled by something. She opened her eyes.

"Well look who's awake."

Immediately her lips turned into a frown and she moved to stand, only for a hand grab her and force her back onto the seat she had been sitting on. She glanced back and saw the Thunder God giving her a sad smile. She glared at him then turned back to the man who had spoken.

"Stark." She chipped before glancing down at the clothes she now wore. Jeans and a simple blue shirt. Nothing fancy. She was barefoot though. God had they changed her?

"Morning. Want anything to eat?" The goateed man said holding out a plate with freshly cooked eggs and a side of bacon.

Temptation crept up like a dark presence in her mind. Her mouth watered and she licked her lips at the sight. When was the last time she ate?

However, she knew better than to accept such gifts from men that had just beaten her in a fight. They were trying to get on her good side: bad cop and good cop. No way was she going to fall for that.

"No." She spat, her eyes locked onto Tony's, sheer irritation building behind them. Then she decided to add, "Did you change me?"

He shrugged, "Whatever. Your loss. Bruce's cooking is always the best, and no I did not change you."

She sighed in relief.

"She did."

It was then Kara noticed the others in the room.

A brown skinned man with glasses and a button up shirt, who looked more skittish and nervous than a new born cat, sat off to the side on a chair that obviously belonged inside. Beside him, leaning against the wall was a shorter woman with red curly hair, jeans, and a form fitting t-shirt: her hallow green eyes obviously scanning everything Kara did and who was obviously the one Stark was inferring had changed her clothes. Then behind Stark, standing tall and proud, was another man with blue eyes and short blonde hair. His face was hard but his eyes betrayed his look and she could tell he didn't approve of the situation. Sitting atop a tractor was another man, short brown hair and who had the look of a man who had seen death and pain one too many times.

"Enough small talk."

She turned and saw another person. A man, dark skinned, bald, and sporting an eyepatch walked over other with his arms crossed and stared down at her.

"I want to know who she is." His voice was dark and menacing, and it held a confidence that let Kara know he always got what he wanted. She knew plenty of men like that.

"Well she's not human."

All eyes went to Tony Stark and she snickered as he shrugged.

"And when were you going to share this with us?" The blonde man standing behind him asked.

"When we talked to her. If I shared it earlier goldy locks would've probably taken her to Asgard and given us zero chance of talking to her." Stark responded nodding towards Thor who still stood behind her.

"Stark, do not start accusing me of-"

"Can we focus and stop pointing fingers at each other like a bunch of five year olds?" The woman stated with venom lacing her words. Kara clenched her fists and she saw how the woman looked at her and every so slightly shook her head. It was a warning.

A sigh, then eyepatch spoke, "Stark do you have any idea what she is if she's not human?"

"Nope. Her DNA doesn't match any known alien species in mine, Shields, Hydras, or anyone else's database." Stark replied holding up what looked like a piece of glass. Kara was intrigued when he touched it and saw a hologram jump off it and above, showing file after file being flipped through in its tangible blue light.

"So we're in the dark?" The man sitting on the tractor added.

"Looks like it," Glasses sighed rubbing his forehead.

Kara shook her head. She wanted to leave. "Ok I don't want any trouble. I just want to go home. So can I?"

"And where exactly is home?" Eyepatch said stalking around her. He leaned towards her. "Somewhere in the Milky way? Or another realm like Asgard?"

"And why would I tell you?" Kara answered back with a bored look on her face. This man was annoying her. Too cocky, and too nosy.

"We do have you in custody." The red headed woman stated.

She rolled her eyes as Eyepatch continued talking and she obviously ignored him. Then she started planning an escape. She could pummel half of them before they could even move. Of course the God, monster, and Iron Man would be trouble but without his suit Iron Man wasn't much of a threat.

Her eyes traveled to glasses. And if she hit him hard enough to knock him out before he transformed then the monster wouldn't be a problem.

Then there was the God. She could-

"Steve Rogers."

She blinked as her mind came to a crashing halt. She stared at the large hand sticking out in front of her. She looked to the man whose had it was and was met with a soft smile. She raised an eyebrow at him.

The blonde man smiled, "I figured if we're going to interrogate you, you should at least know our names."

Kara wondered what he was doing. Was he trying to play bad cop or good cop? Then she saw how his eyes flicked towards his companions and she saw their confused yet understanding looks. She knew that look. He was their leader, and was trying to make a good impression.

"Kara." She said slowly sticking her hand out. No one moved to stop her so she shook the mans hand before pulling back and leaning against the chair.

"I'm sure you know Thor and Stark." Steve Rodgers said nodding towards the two Avengers that had already fought her.

She sighed, "Yeah _met_ them."

He looked at Eyepatch, "That's Nick Fury. Former Director of Shield."

She felt it would be polite to at least wave but Nick Fury's stern look kept her from doing so. She simply stared him in the eye till Steve spoke again.

"Thats Bruce Banner." The man pointed to Glasses who waved at her and she waved back. "Natasha." He nodded at the red haired woman, who just stared at Kara. "And Clint." He looked at the man sitting a top of the tractor. The man gave her a curt nod. She smiled at him.

"We're the Avengers." Steve said standing up a little taller.

"Stark told me that." Kara said looking at Iron Man. "Or at least hinted at it."

Steve nodded. He crouched down in front of her, and with a look of concern started, "Kara I know you're probably scared, or at least wondering why we're holding you. We just need to know one thing."

She gulped. He was playing good cop, but he seemed so genuine.

"Are you working with Ultron?"

That… was not what she had expected.

Kara gawked, "With who?"

"Ultron." The red headed woman stated getting to her feet, crossing her arms as she did so.

"Did you say Voltron? Like the cartoon?" She asked. Who the heck were they talking about?

"Ultron. Highly advanced AI? Wants to exterminate us?" Bruce Banner stated with a look that she figured was oozing curiosity as he moved his glasses over and over again. How on earth was _this_ man able to turn into the green raged monster? He seemed so nervous… and fidgety.

She licked her lips, trying to come up with something to say. "Well um no. I have no idea who that is." An idea formed and she quickly continued, "But maybe I could ask Batman and-"

"So she doesn't know who Ultron is, _and_ she isn't human who or a known alien species." Eyepatch, or Nick fury, said with a voice that caused her to shiver. She wondered what he was getting at. She was Kryptonian but they obviously didn't know that. What if in this universe Kal had never landed here? What if he never even existed at all?

It was certainly possible. The multiverse theory was weird, but she knew enough that anything was possible in other universes. Heck she had seen realms where Kal was a dictator and killed the Joker.

"I promise I'm not a threat I just want to-"

"Go home, I know. The question is how do we know your not lying?" The man looked at her with narrowed eyes.

She squirmed uncomfortably. "I just want to go home."

"You can go home when you tell us where your from and who you are. Now I'll ask again, were are you from?"

Someone cleared their throat, and she saw Steve stand up. He crossed his arms and said, "We should let her go."

"Excuse me?" Nick Fury retorted. He obviously wasn't happy about it, but Kara could care less. She just wanted to go and this man was offering her the chance to go.

"Look," Steve started, "she's not a threat. We've interrogated her enough, besides from what I know we attacked her and she defended herself, and even helped Tony out when the Hulk went rampant. We don't need to know where she's from."

"I'm with Steve on this." Bruce said with a raise of his hand. "She had the opportunity to take Tony out but she saved civilians and helped him stop the other guy. I doubt she's working for Ultron."

Nick Fury laughed, "For all we know she's working of Hydra! She could be spying on us and once Ultron's taken down Hydra could attack us."

"She's not Hydra." The woman, Natasha pipped up from her position against the wall. Kara wondered why on earth this woman who seemed so cold and intent on locking her up was helping her case. "Hydra wouldn't recruit someone like her."

"To be fair," Tony pointed other, "you were working with dozens of Hydra agents for years and had no idea."

She wondered what Hydra was, but she had a feeling they weren't good. She watched as Natasha shrugged but didn't reply.

"I've got eyes on Hydra." Nick replied. "If they had something like this," He nodded at her like she was a weapon, "we would know."

"We didn't know about the twins." Bruce stated softly.

"We knew they were experimenting on people." Steve shot back.

Clint, jumped down from his tractor, "and what if she's one of them?"

They all went quiet and looked at her. She blinked, "What?"

"Is there any way we could tell?" Natasha asked eyeing her up and down. Why did she feel like she was the prey and this woman was the predator? She was _Supergirl_ for gods sake!

"There was nothing in the files we got from Hydra." Stark stated, "but they did corrupt or delete some of the files before I even got to downloading them. She could've been their top secret project for all we know."

Kara frowned, "I'm no ones top secret project thank you very much!" They ignored her and continued bickering amongst themselves.

It was Steve who spoke next. "Does she look like a Hydra weapon?"

"Did any of _them_ look like Hydra agents?" Natasha replied.

"She is not of this world," Thor suddenly beloved from behind her. All eyes, inducing Kara's went to him. "Let me take her to Asgard and find out where she hails. My father or Heimdall would know."

"She is not leaving here." Nick Fury stated forcefully.

"You cannot contain her properly." Thor replied.

"Who said I wanted to contain her?"

Steve stepped in front of her. "We are not killing her."

"I never said we were." Nick looked at all of them then back at her. "But we need to find out who she is and where she's form. For all we know-"

"For all we know she's just a kid with powers whose confused and lost. How many of us know that feeling?"

They were quiet. All of them were quiet. Kara knew what it felt like. She had been that girl not too long ago, before Kal rescued her.

It was then Nick Fury sighed. "Captain I trusted you once and you took down Hydra as well as Shield. But…" He sighed. "You saved the world. You all have."

Kara wondered what was happening. Obviously this world was similar to her own. Heroes, saving the world, and all the drama that came with it. Great.

"This is your team." Nick replied looking at all of them, "So you decide what you want to do with her, but know that if it backfires Shield won't be there this time to stop her."

A silence fell over them and all eyes fell to Kara when she sated, "So I can go now?"

"Steve," Natasha said, "think this through."

"I have." The tall man replied.

Stark sighed through his teeth till everyone, grudgingly, looked at him. "She knows where Barton's safe house is. If she leaves and Ultron gets a hold of her, he'll make her talk."

The threat was implied and Kara glared at him though mostly for his words rather than anything else.

"Then she doesn't leave." Steve replied. For a moment Kara was prepared to respond but something in his eyes gave her a sense of comfort. She decided to hold her tongue, to see where this was going.

Glasses started, "You just said-"

"She stays with us." Steve replied, "but as a friend. Not a prisoner."

So thats what he was going at. She nodded lightly. It made sense of course. They needed to keep an eye on her, they didn't trust her, but their leader didn't want her as a prisoner. So she was to be their guest- if you could call it that.

"That could work." Natasha said, looking her up and down for the umpteenth time. She rolled her eyes.

"It's your call." Nick Fury looked at her. "I've got my eye on you." With that he turned away and walked to the back of the shed. She heard something open then close and knew he was gone. That left the other Avengers.

She could try an escape but it would cost another fight, that she knew. She hated to say it but all of them together could probably beat her, especially if Stark got his suit and the monster went crazy. Finally thought, what made her stay was Steve, their leader. He had vouched for her and didn't even know her, but he didn't seem stupid. He was trusting.

The same way Kal was when he first met her. How could she betray someones trust like that? She wouldn't. So she had to stay. Besides, she would be their guest. Sort of.

She cleared her throat, and with a hearty smile said, "So breakfast?"

* * *

"So after everything we've been through these past few days you think its a good idea to let this super powered girl stay with us, at Barton's safe house? With his family here?" Natasha asked softly from next to Captain America.

Steve didn't reply immediately. He leaned on the porches railing and looked up at the night sky. He had a few spouts with Stark earlier too about keeping her around though for different reasons. Stark was worried if she was keeping something from them, which Steve was sure of. However, he disagreed with Stark's assumption that this girl, that Kara was their enemy. She could've escaped, or tried too at least. She could've tried to subdue them or send out information to whoever she was working for if she was working for anyone. But she hadn't.

She just ate with them. Tried to talk with them, then resigned to the barn with Thor guarding over her. Sure he, Stark, and the entire team wanted answers, such as why she was mentioning things like the Justice League or the city Gotham, which none of them knew about.

Thanks to his and Bruce's persuasion she agreed to at least answer some of their questions after a good nights rest. So they let her sleep while Thor watched over her and Tony kept his suit on alert in case she somehow slipped past the God of Thunder.

"Clint agreed to it. So did his wife." Steve replied. His heart wasn't in the response.

"Steve," He looked at the beauty next to him, "if what Stark said about her powers is true, she could seriously hurt them if she's an enemy. Not to mention Clint's going to have to move his whole family now that she knows where they live."

"He would've had to move it anyway. We know. We're a liability." He responded.

She smiled at him, "Yeah, but its not the same. He chose to bring us here. Not her."

"I could've said no." They both turned to see their fellow Avenger Clint Barton standing behind them with his arms crossed and a serious looked etched on his face.

"Why didn't you?" Natasha asked with a hint of genuine curiosity.

Hawkeye sighed. "Because I agree with Steve. She didn't seem dangerous. If she did I would've gotten my family out of here hours ago."

"What if we're wrong?"

He chuckled, "We're the Avengers. No matter how powerful she is, we can handle her."

Natasha shook her head while Steve looked to the barn. The Captain then heard her say, "we can barely handle Ultron."

"A machine who knows us and our weaknesses better than we do." Steve answered. He looked at her. "She doesn't know anything like that."

Natasha pursed her lips and looked at the barn.

"Natasha do you honestly think she's dangerous?" He asked with since concern. Maybe he missed something she hadn't. Had he made a mistake?

She didn't reply for a moment, and he felt Clint shift awkwardly. Finally after a few tense moments he heard her whisper, "I don't know what to think anymore." Then she turned around and walked away, leaving him with Clint.

"Is she okay?" He asked the archer.

The man leaned on the porches railing before he stated, "I don't know. Whatever she saw back there messed with her head."

"You're lucky _she_ didn't get you." Steve replied.

Clint chuckled darkly, "hehe, I've had someone in my head before. Like I told her, been there done that."

They grew quiet and just stared out at the woods, at the barn, or at the night sky. They needed a moment to just catch their breath, and this was it for all of them. Even Tony and Thor were shaken up, that much Steve knew. And they had always seemed impervious to such mind games.

Footsteps echoed out from behind them and Steve glanced back to see Bruce walking up to them. He wondered if today was Avengers therapy session day.

"Fury wants to talk to us."

* * *

 **A/N Hey guys. So no much action just character interaction. Ha. get it? Ah ok, anyway, I had wanted to make this chapter longer but I decided to split it and make the next scene happen in the next chapter. Hope I did justice to the characters and their personalities. For those who have seen Ultron you all know where this is going, the only question is, what does Kara have to do with it? Where will she fit in, and when will she come face to face with Ultron?**

 **Find out next time.**

 **Please Review! God bless!**

 **-Metal4k**


	4. Chapter 4

**Part I**

 **The Age of Ultron**

 **Chapter 4: Ultron versus the Kryptonian**

* * *

"So please explain to me why I'm going with you guys?" Kara asked as she trudged into the Quinjet. The interior was warm, but she barely noticed it or the looks a red headed assassin gave her.

Captain America, or Steve Rogers, looked back at her from the front of the plane where he was talking to the man named Clint. "Because I vouched for you. You're my responsibility so I have to keep an eye on you, and I can't do that with you here and me on the other side of the world."

"And no offense, but I'm not leaving you alone with my family." Clint added matter of factly.

She rolled her eyes at the statement but kept her mouth shut. It's not like she was going to go on a rampage and destroy the world! These people were paranoid. At least Rodgers seemed to trust her. Well, he trusted her enough to not lock her up.

"Take a seat. We'll be headed to Seoul in a minute." Rodgers stated, nodding to the seats that lined the walls.

With a mighty frown etched on her face she made her way to one of the seats and strapped herself in. The cold leather of the seat pierced her thin clothing and she mentally burned two holes in the seat with her eyes.

Said eyes then wandered around the jet, taking in the sleek grey metal and mountains of instruments that lined the walls. There were computers, monitors, and tech of all sorts that would've made been a gold mine for Wayne if he ever found it. Hell there was even a motorcycle.

Then the jet rumbled to life. The roar of the engines filled her ears and she winced when the jet jerked upward and started its ascent.

For all it was worth she was glad that the Quinjet was bigger then the Bat Jet. She hated the tiny ship the Dark Knight slew around in.

She let her eyes wander to the red headed assassin and watched as she cleaned two guns in her seat. She looked perfectly at ease, and even Kara's X-Ray vision failed to show any sign of anxiety.

Maybe conversation would help pass the time.

"So-"

"Don't." The Assassin warned with a glare that would make the Batman jealous.

A sigh escaped Kara and she leaned back in her chair then looked up at the roof of the jet.

What had she gotten herself into?

Steve had woken her up at the break of dawn and explained her choices. Option one had been to stay at the barn with Thor, who she already didn't like. Option two had been to go with Stark to some place in Europe, and option three had been to tag along with Captain America and several others to Seoul. Why any of them were going anywhere was beyond her.

In the end she choose going to Seoul. Better to stick with the man who didn't want to lock her up than the others who did. Not to mention the people she was going with weren't super powered, which meant an escape would be easy.

As if reading her mind, the red head, Natasha, suddenly said, "don't think about escaping."

Kara gawked at her in surprise, but before she could reply the woman continued, "Stark would find you in an hour. Then we'd all be after you. So escaping isn't the best idea."

The woman cocked one of her guns and stared Kara in the eyes; her own filled with cold calculation and warning. If she had superpowers, Kara wouldn't want to fight her one on one. Hell, even now she didn't really want to fight the woman.

"I wasn't thinking of escaping." She then replied cooly as her eyes narrowed the slightest amount.

Natasha failed to respond and left Kara to her own thoughts once again. She sighed, again, and laid her head back.

It was going to be a long flight.

And to her... actually it wasn't a surprise that it took hours for the stupid jet to reach Seoul, and by the time they did she was ready to tear her hair out. Natasha wasn't one for idle conversation, at least with her, and Rodgers had all but ignored her since he stayed up in the cockpit with Clint, which meant she was left to ponder her own thoughts while sitting down, for hours.

And hours.

For a while she really thought about just shooting herself with one of Natasha's guns. Of course it wouldn't hurt, but it was the thought that counted in her opinion.

Despite her initial hate of the flight, it did provide some information.

For one she had been able to pick up something about these Avengers going after Ultron, the supposed advanced AI they had interrogated her about. Why they were going after him was anyone's guess. She just hoped that they would let her go. If she just played along and acted like everything was ok they might just be willing to let her go. That or she could slip away and use her secret identity to hide in the nearest city.

"Ugh." She sighed, leaning back so she could stare at the roof yet again. The metal was clean and perfectly forged. Once again she started up the game of seeing how many dents and scratches she could find.

One.

Two.

Her eyes squinted. Was that three?

She shook her head, then reinspected the dent. It looked like a bat. Her thoughts then wandered to the Batman and his jet. She thought it was better than the Quinjet. Both certainly had the tech but in a race she wanted to see who would win.

The entertainment of her game died and she continued on here line of thoughts with the bat in mind as her eyes closed.

If Bruce were here, would he be in the same predicament? Her eyes closed. Probably not. He wouldn't have gotten caught, heck he wouldn't have even started a fight.

 _Technically, Thor punched first_ _…_

Suddenly she felt the jet slow and she opened her eyes only to see Steve quickly march past her with a shield, painted red, white and blue, on his back.

She was prepared to ask him what he was doing when a hiss filled the air and the back door to the Quinjet opened up.

A rooftop laid beyond and the humid air slammed into her like a wall. She could feel her hair starting to frizz.

What was interesting was when she saw Steve jumping out of the jet and onto the roof. Then as quickly as they had stopped, the door closed and they were off again.

She blinked and looked back at the cockpit where Natasha now stood with Clint. With all her daydreaming, and napping on the several hour long flight, she must've missed something.

Her hearing focused on the two assassins and she listened in on their conversation.

Almost as soon as she did Steve's voice came through on of their Comms. **"** **Two minutes. Stay close.** **"**

Whatever was happening, it required air support.

She narrowed her eyes at them. What were these Avengers up to?

It was silent for a little longer, till finally she heard another voice come through the Comms. The voice was distant, allowing her to assume that whoever it was, was talking to Steve.

" **He** **'** **s uploading himself into the body.** **"**

" **Where?** **"** She heard Steve ask. There was a moment of silence.

Then the voice continued, **"** **the real power. It** **'** **s inside the cradle. The gem** **…** **It** **'** **s power is uncontainable. You** **…** **can** **'** **t just blow it up. You have to get the cradle to Stark.** **"**

Gem? What gem? Why the hell get it to Stark? And who the hell was uploading himself into a body? Ultron? Why would he do that?

" **First I have to find it.** **"**

So that's why they were in Seoul to find this cradle thing.

" **Did you guys copy that?** **"** Stevestated.

"We did." Clint responded from their side.

Natasha then added, "I got a private jet taking off across town. No manifest. That could be him."

Before Kara could even think to help Clint spoke up once more. "There. It's a truck from the lab. Right above you Cap. On the loop by the bridge."

Again there was a moment of silence till Clint said, "its them. Got three with the cradle and one in the cab."

Kara unstrapped herself from the seat and slowly sauntered towards the front of the jet. She wanted to get closer to the action.

"I could take out the driver."

" **Negative. If that truck crashes it could level the whole city.** **"** Steve urgently responded over the Comm. **"** **We need to draw out Ultron.** **"**

There was a ruckus, something landing on metal. A high pitched screech of what she figured was a laser. Another crash of something metallic. Then Steve, a bit winded, spoke up. **"** **Well he** **'** **s diffidently not happy. I** **'** **m gonna try to keep him that way.** **"**

"You're not a match for him Cap." Clint said, with such matter of fact that Kara wondered how dangerous this Ultron was. Of course she wasn't worried about Ultron, but if these heroes felt threatened then he had to be something of a threat.

And Cap sighed. **"** **Thanks Barton.** **"**

She heard more struggling. Ragged breaths, metal squeaking as it was used for god knows what, and then she heard footsteps on the roof of something. She focused even more and could hear a voice.

It was low, and taunting, but what it said she could barley figure out. She managed to pick up the words "change", and "terrify", but the rest was lost in the wind and commotion outside.

Suddenly the bang of what she fugue was the shield could be heard then Steve once more spoke up, **"** **I wouldn** **'** **t call it a comfort.** **"**

 _What?_

There was grunt, and a screech of metal on metal.

She bit her lip and her gut twisted. What was going on?

Suddenly Natasha shoved past her, and she gawked at the redhead, who ignored her look. Natasha then walked around to the middle of the jet and for some reason Kara took a step back towards the cockpit.

Then the metal groaned and the floor started to open, revealing the orange glow of the sun and the streets and cars below. They were in the middle of the city and whatever they were going to do-

"I've got a window." Clint stated. "Three, two." There was a click and Natasha leapt up on a motorcycle. "Give 'em hell."

The bay doors of the jet finished opening and with a growl the motorcycle powered to life and Natasha literally rolled out of the jet and into the streets below.

Kara nodded. The woman had style.

The Comms came back to life on Clint's ear and Kara walked up behind him as the bay doors closed. This time it was Natasha's voice. **"** **I** **'** **m always picking up after you boys.** **"**

Clint, who ignored her jab, then replied, "they're heading over the overpass. I have no shot."

" **Which way?** **"**

"Take a right." A moment. "Now."

She looked at Clint and could see his elevated heart rate and the way his brow was furrowed. The man was worried. What if they needed help? Was this Ultron truly strong enough to fight these heroes?

She shook her head. They could handle it, and anyway it wasn't her problem. It wasn't.

There was more screeching. There were engines, and she heard Natasha grunt and the grumbling of the earth being torn apart. Still, Clint didn't say anything. She pursed her lips in response and stared out the cockpit towards the building racing by along with the cars and streets below.

It was a good view but she needed to see what was happening.

Her eyes looked through the buildings, the streets, the thousands of people, and every other obstacle in her way till she finally found a truck and two figures fighting on top of it.

" **Come on!** **"**

She saw Steve. He spun around the larger figure, kicked it in the chest, then got punched in the face hard enough that he fell to his knees.

But she focused on the other figure. It was tall, and obviously not human. It's body was made of metal, and she could see the red eyes. It wasn't happy, even for a robot. She saw Steve get hit again, then again.

"Lets find out." Clint suddenly spoke up and she looked at him.

"Find out what?" She asked.

"Oh nothing. We're just drawing out the guards." He smirked.

"What guards?"

She then felt the vibrations as the jet sped up, and she held her ground as it twisted then turned a full one eighty before lowering itself even closer to the busy streets. It unleashed a barrage of bullets on the very figures she had been watching. Of course the shots were right above Steve and only hit the machine.

The bullets stopped and she wondered why till suddenly two other robots, smaller and less terrifying at least, flew out from the back of the truck and raced right at them.

A yelp escaped her lips as the jet jerked backwards and turned hard enough for her to fall down before she felt it race upwards into the sky. She rolled and hit the back door before shaking her head and looking outside the jet only to see the two robots quickly gaining on them.

She knew they would be able to out maneuver and outdo the jet, which meant Clint was done for. She looked up at the cockpit.

This wasn't her fight.

"Dang it." She hissed with a shake of her head. It didn't mater if it was her fight or not. She wasn't going to just stand by while these heroes or the innocent people of the city got hurt.

She looked up, searching for some way out of the plane other than just ripping the doors open. There was a handle right next to the back doors of the jet. An emergency lever. She reached. Her fingers wrapped around it, tightening over the cold metal, then she pulled.

There was deafening winds and she yelled as the pressure flung her out of the jet and she plummeted towards the earth. The heat of the sun bared down on her skin, and the humidity only wrapped around her.

The wind slapped her face, and calling for her sun given powers, she halted herself upright then looked back up to the sky.

The air seemed to slow around her, twirling in small white lines around her before she shot up towards the robots with a sonic boom. The air ripped apart as her body charged forth, and she grabbed the first robot by the leg. She yanked it down but drove her free fist up its throat at the same time.

Shattered metal tumbled from the sky and Kara turned her attention to the second robot. She blitzed next to it and with one punch, obliterated its head. As pieces of the metal body fell out form the sky she turned to Steve and watched as his battle suddenly moved from the top of a truck to a train.

Her teeth grit as Ultron assaulted both innocent people and Steve, and she shot towards the robot, breaking the sound barrier once again. Her body ripped right through the metal of the train then she slammed into Ultron at full force. The metal body creaked under her strength and she barely budged as she carried it straight through the train and high into the air.

She didn't stop as she skyrocketed several hundred feet higher, then she pushed the robot down, raised her fist and brought it down with monstrous force.

A clang rang out and metal bent underneath flesh, but to her surprise the robot only fell a few feet before righting itself so it could look at her.

It's red eyes narrowed at her and Kara closed her fists, preparing herself for anything.

Then a deep, hallow voice spoke up. "Well you're new."

She glared at the machine floating below her, then without her response it continued, "I figure Stark probably charmed you into helping him? Or let me guess it was the good Captain?"

Kara figured she didn't give any sort of tell, but the robot must have seen something because he laughed, "oh so it was the Captain. I'll say, he's got a way with words. So mighty and heroic isn't he?"

Finally, she had enough. "Leave now and I'll let you live."

"Oh?" The Robot, she swore, would've raised an eyebrow if it had one. "You'll let me live? Wow those terms are really tempting. But I have a better idea-"

Before she could even blink a red beam slammed into her gut. She felt her skin burn, and instantly noticed how a hole was ripped into the flimsy shirt she wore.

"You leave and I don't take your head as my trophy."

A fist slammed into her chin and her head snapped backwards. Metal slammed into her cheek, but she was prepared for it and stopped her head from moving. With just her neck she turned to look at the machine in the eye despite his fist pushing against her face.

She smirked. "Wrong choice."

Her own fist hit the machine once, chipping away part of the metal. This fight was going to be easier than she thought.

Once more she gave Ultron a good right hook which sent the robot towards the ground. She chased him and noticed how the thrusters one his feet powered up and blasted him towards the city.

He was going to use the civilians as human meat shields.

Fortunately she was faster. With dazzling speed Kara sped up and grabbed his foot before pulling him back and throwing him in the opposite direction of the city.

The metal computer twisted in mid air and fired several more beams at her. She dodged each but heard the lasers slam into the buildings and streets behind her, and could hear the screech of cars as they tried to avoid the debris.

Glass shattered and she shot forward, hoping to end the fight quickly.

The machine this time engaged her. She ducked his right hook, then slipped by his energy beams.

She fired off her own lasers, her eyes burning with power. The metal body bucked underneath her power, and a chunk of his arm broke off as white hot metal weakened its strength. She continued her assault with a flurry of punches that dented and cracked his metallic casing, before a kick hit her in the chest and managed to create a small gap between them.

"Well," the weakened machine chuckled as he stretched his body. "I certainly underestimated you. You're not one of the Avengers. In fact, theres no record of you at all."

Kara raised an eyebrow. The Machines expression then grew dark. "It's intriguing."

"Shut up." She groaned before flying into the machine.

Lasers burned her torso once more, but she pushed through the insignificant pain and slammed her head into the machine's chest. Even the thick metal cracked under her impenetrable skull. She wrapped her fingers around its arms, puled her legs up to her chest and kicked.

Metal screeched as Ultron's arms were pulled off, tearing free as metal pieces flew everywhere and a pained yelp escaped the machine.

She tossed one arm at the remaining torso of the machine then charged forth and used the next arm as a bat. It shattered on impact, but had the desire effect.

Ultron went flying even further from the city, across the small bay of water, but managed to once more right himself though this time it lacked the grace of his first save.

Then he laughed.

She frowned. Why was this thing laughing?

"You made me realize something." The red eyed mechanism grinned.

"That you should've left when you had the chance?" Kara smiled with a devious look on her face.

"No." She frowned at his proclamation. "That my vision was flawed, but now I've corrected my flaw. You made me realize a lot, so I have to thank you…. whats your name?"

"None of your business!" She yelled right as she blitzed him.

With her hands passed together to form a tip, she slammed into Ultron, her hands breaking through his weakened chest cavity. Her eyes glowed and the energy ripped straight through the machines innards, melting and cutting away almost every wire and bolt inside.

Ultron's body failed and was ripped in two, but before she grabbed its head it laughed.

"I have no strings, and now I'm free."

She pressed and the metal skull broke under her strength.

Silence.

She sighed with relief before tossing the shattered remains of the AI into the body of water below.

With a satisfied nod she floated down to the streets and observed the damage. A particular four story building was a little torn up from the stray lasers Ultron had fired but it was nothing disastrous, unlike the streets.

Her eyes were drawn to a few bystanders that were staring at her. Others were helping out those injured in the car wreck, and others still were running back and forth in the wreckage that laced the streets.

It wouldn't have bothered her till she saw one of the guys in the group blush and quickly turn away.

She looked down. She hardly felt any pain from the encounter, but her shirt was almost gone and her pants were slightly ripped. Her cheeks burned like a fire and she yelped at her shirts failure to protect the under part of her 'hills'. She quickly tried pulling the shirt failed and she instead pressed her arm against it to make sure no random gusts of wind could give any passerby a view of her skin. Her stomach she could care less for. It was her 'hills' she didn't want anyone to see. That was personal.

"So."

She turned to see Steve Rodgers standing behind her, his shield still clinging to his arm.

"So." She nodded, unsure what to say.

He chuckled. "I guess I have to say thanks. You definitely helped out back there."

She shrugged then smiled. "It's what I do."

He shook his head, a playful grin sporting his dirtied face and uniform.

"So am I free to go?" Kara asked with a hopeful gleam in her eyes.

The man frowned and opened his mouth to say something but he was interrupted when two other people suddenly burst into their conversation.

"'Ve need to 'eave now." A shorter woman with heavy eyeliner, dark eyes, pale skin, and a heavy accent stated, not even bothering to pay attention to Kara. The woman then continued, "ve 'ave to stop Stark from getting the cradle."

The blonde blinked in surprise. She could've swore that not twenty minutes ago the plan was to get the cradle to Stark. What the hell had happened to make them rethink their plan?

She then looked at the man and woman in front of her.

And who the hell were they!

* * *

 **A/N Hey guys. So this story is not dead! I've just had trouble finding places to watch Age of Ultron so I can write out the scenes. Of course a lot will be like the movie, but for now there are parts that will change thanks to Kara's intervention, such as Black Widows failed kidnapping since Ultrons body was destroyed. Anyway thats that!**

 **Also for kicks, what DC or Marvel hero do you want to see in this fic?!**

 **Thanks for reading! God bless!**

 **-Metal4k**


	5. Chapter 5

**Part I**

 **The Age of Ultron**

 **Chapter 5: But when the dust settles...**

* * *

"The genetic coding towers at ninety seven percent. You have got to upload that schematic in the next three mintues." Bruce Banner said with a hint of anxiety. He had his doubts about this plan, but to be honest he had no others ideas. If this thing could help them defeat Ultron…

His nerves only increased as Tony's typing grew faster and more agitated.

"Im only gonna say this once."

It was like his heart stopped and the man with glasses stared up wide eyed at the righteous Captain America. However, what made his nerves dissipate into anger was the fact that besides him stood the Maximoffs.

"How bout none-ce?" Tony retorted.

"Shut it down."

Tony didn't even hesitate in his next response. "Nope not gonna happen."

"You don't know what you're doing." Steve criticized.

Bruce couldn't believe his ears. "And you do? She's not in your head?" He stated looking pointedly at the witch of a girl standing next to the Captain.

A look of remorse crossed her face. "I know you're angry."

"Oh no we're way past that. I could choke the life out of you and never change a shade." Banner replied without a hint of convention in his voice. The sad part was, he could do it right now if she ticked him off again.

Noticing the tension Steve replied, "Banner, after everything thats happened-"

"Its nothing compared to whats coming!" Tony proclaimed, his voice growing more agitated by the moment.

"You don't know whats in there." The with began.

Steve added, "this isn't a game!"

Bruce opened his mouth to respond but before he could a blur ran by and through the lab, tearing apart the power cords and connection cables he and Tony had set up before stopping in front of him. It was the boy Maximoff, who only nodded and said, "no no. Go on."

Bang.

Bruce almost froze, expecting to feel the pinching pain of the bullet on his skin before he changed.

Miraculously he didn't, instead he saw the glass underneath Pietro give way, though what was even more intriguing was way happened next.

Moments earlier…

Kara hated arguing. Well most of the time. It was fun to mess with Robin whenever they got into they little quarrels but this was different. This argument was charged and angry, and she could feel the tension rippling through the air.

It was why she decided to stay outside of the lab, preferring to just listen in rather than get involved. Sure the Captain, well Steve, had explained to her what was happening and why they to stop Stark, but it wasn't her place to step in.

Was it?

She grabbed her hair as the voices grew louder. Maybe she should step in before any punches were thrown.

Before anyone-

Bang!

Her eyes went wide as the sound of a gunshot went off and she spun around, her vision peering through the walls to see as Pietro, the boy she had meet after beating the daylights out of Ultron, fell through the glass floor courtesy of a bullet.

She didn't hesitate and slammed through the walls, shattering the glass and steel reinforcements, before she grabbed Pietro's hand and brought him to her. Unfortunately her landing wasn't graceful and she turned her back before she slammed into the next wall, which fortunately helped to stop her mid flight.

Pietro fell to the floor and a cough escaped her. She looked up, only to see that her grand entrance had done nothing to break the tension.

"Why is she crashing through my walls!"

Suddenly an alarm started going off and she looked to the source to see Tony spinning around to face a monitor.

"Im rerouting the power." He declared and she saw Steves reaction- a flying shield that imbedded itself within the computer. Suddenly armored gauntlets and a chest piece collided with Stark, wrapping around him before he spun and fired a repulser blast at the Captain. Steve flew back and Kara flew at Stark. Her elbow slammed into his chest piece, the metal cracking under her attack, and he flew back against the wall.

The wall shook and Tony fell to the floor, coughing as he tried catch his breath.

Kara grabbed Tony by his chest piece and lifted him up to face her. "Shut it down." She narrowed her gaze but the man only rolled his eyes at her. She grit her teeth. "Now."

Suddenly the sound of thunder rolled through the air. She turned and saw the mighty God of Thunder fly into the room, right on top of the pod.

He raised his hammer and lightning poured through the ceiling, cascading around him and the pod as it charged his hammer.

"No!" Tony gasped in her grip, but Kara held firm. At least the God would end this squabble.

Thor brought his hammer down, and lightning filled the pod, crackling as electricity met metal. She squinted and a moment later the light faded.

Nothing happened, and she locked eyes with the God and nodded. He didn't return the gesture but a split second later the pod exploded. Thor was sent flying back, and a piece of metal slapped her upside the head. She fell into Stark, who simply caught her to keep her from falling.

Kara looked up and the man only frowned at her. "Thanks." She said before regaining her footing and looking to the pod.

Her eyes went wide. A man was crouched on top of the pod, his body made of… something she couldn't recognize and his skin colored a dark red with lines of dark green looking metal running through him. Or at least it looked like a man. To be honest she was hella confused.

Before she could decide on her next move Thor was suddenly on his feet in front go the man and the man lunged. Thor grabbed the, whatever it was, and tossed it though the wall behind him to which Kara finally decided that she needed to act.

She blasted off, rushing through the lab and through the hole right after the new player. She clenched her fist and raised it- then she saw it.

This being wasn't running, or even turning to her to fight. It, or he, was just floating there. He was staring out the window, his hand raised like a child first seeing something from high above the clouds.

She slowed to a stop, floating above the floor as she watched him. Thor landed next to her, but he seemed to have the same conclusion as her; not to fight. They shared a look before Thor held his hand out to his teammates. They stopped.

It wasn't hard to tell Stark and the Captain weren't very happy about being told to wait, but she could honestly care less at the moment. This new being was interesting.

Suddenly new clothing, dark green, literally grew on the floating being and he turned to them before lowering himself to the ground. Kara followed suit and it looked at them with a furrowed brow, and eyes filled with confusion as they all gathered around.

"I'm sorry, that was… odd." The man, she could tell now thanks to his voice, looked at Thor. "Thank you." He shrugged and a golden, graceful cape grew off his back.

"Thor," Steve stepped forward. "You helped create this?"

"I've had a vision. A whirlpool that sucks in all hope of life and at its center," He points to the glowing yellow stone on the man's head, " is that."

"What, the gem?" Banner voiced out from somewhere behind Kara. She looked to Thor.

The God turned to them. "Its the mind stone. One of the six infinity stones, the greatest power in the universe, unparalleled in its destructive capabilities and power."

She whistled.

Steve started, "then why would you-"

"Because Stark is right."

"Whoa," Banner huffed, "it's definitely the end of times."

Thor frowned. "The Avengers cannot defeat Ultron."

"Not alone." The new man, thing, whatever it was stated. It even glanced at Kara, who still had no idea what this thing was. He stepped forward towards them and the Captain walked past her to meet it.

"Why does your vision sound like Jarvis?" Steve asked, obviously studying the being for any sort of weakness or flaw.

Stark started forward, "we reconfigured Jarvis's matrix. To create something new." His eyes too were focused on the being, though they held less hostility than the Captain's.

"I think I've had my fill of new."

The man glanced at Steve. "You think I'm a child of Ultron?"

"You're not?" He fired back with crossed arms.

The being shook its head. "I'm not Ultron." Kara let out a sigh of relief.

He looked at Stark. "I'm not Jarvis."

Then he stood taller as if a self realization clicked in its mind. "I am."

Kara licked her lips but before she could voice any opinion the woman with the strange accent slipped in between her and the being, and with a heavy accent stated, "I looked inside you're head and saw annihilation."

"Look again."

Clint, the archer laughed. "Her seal of approval means jack to me."

"Their powers," Thor started, "Ultron himself, they all came from the mind stone. And thats nothing compared to what it can unleash, but with it on our side-"

"Is it?" Steve Rodgers turned from the other Avengers and looked the new being in the eyes. "Are you? On our side?"

For a moment the man was silent. Then he responded, "I don't think it's that simple."

She stepped back and the Archer stepped up next to her, his heart beating even faster than before. "Well it better get simple real soon." He then added.

The man smiled. "I am on the side of life. Ultron isn't. He will end it all."

"What's he waiting for?" Stark asked.

"You."

"Where?"

"Sokivia." The Archer responded. "He's got Nat there too."

Bruce then stopped forward, his unsure self suddenly vaporizing as his gaze turned hard. "If we're wrong about you. If you're the monster Ultron made you to be…"

"What would you do?"

The unsaid threat was one of the loudest things Kara had ever heard.

With a sigh the man looked down. "I don't want to kill Ultron." He walked around Bruce and through the others back towards the window. "He's unique. And he's in pain. But that pain will roll over the earth like a flood."

He took a deep breath and raised his hands. "Maybe I am a monster. I don't think I'd know if I were one." He turned to face them. "I'm not what you are. I'm not what you intended. So there may be no way to make you trust me. But we need to go." He turned around and low and behold, lifted Thor's hammer to him.

Kara blinked and the silence was deafening.

With an awkward chuckle Thor took his hammer and the man walked away from them.

The group looked around at each other, though she noticed how all of them- minutes Thor and the twins- seemed to ignore her.

The God started off towards Stark. "Right. Well done." He patted the man on the shoulder and walked off after the strange man.

Kara rubbed her eyes and shared a look with one of the twins.

What the hell had she gotten herself into?

* * *

"So whats the plan again?" Kara asked, floating a few feet in the air as the others hopped off the Quinjet. She still thought the bat-jet was better.

" **The plan is we stop Ultron."** Stark's voice filled her ear, compliment of the earpiece they gave her. Whether or not that was a sign she was one of them, was beyond her. All she knew was that she was going to help save the world. It was her job.

It was then Steve's voice interrupted. _**"**_ **Wanda will use her powers to clear out the city, Pietro will warn the police, Bruce and Thor will find Nat, and you and Stark distract him while Vision sneaks up on Ultron and wipes him from the web. Our priority; clear the city."**

"Well, it's at least half a plan." Kara shook her head. She was used to more detailed plans.

"It's the only one we have." The Captain stepped out from jet and looked up at her.

"All right." See saw Iron Man and the Vision race by, towards the center of the city. "Lets hope we win." She flew after them.

It wasn't long before she caught up to them and she glanced at the man now named Vision. She had thought it was a little… strange, but then again her nickname was Supergirl. She was like the Queen of cliche names.

Or maybe that was Wonder Woman?

Kara felt an itch, and adjusted her new suit. In the few hours they had prepared and flown over to Sokovia form New York, Stark had made it for her. It wasn't too fancy, but it was something she could fight in.

A long dark red skirt covered her up to her knees, compliment by a long red cape, while a thick black under-suit covered her entire body. Pockets of armor, which were small plates of decorated metal, laced her forearms, shoulders, calfs, feet and hands. A thin metal chest piece covered her chest and the under-suit, and when she had said she didn't need the protection Stark had retorted, _"well its the same purpose as a condom. Better to have it and not need it, then need it, and not have it."_

What really had caught her eye though wasn't the suit itself. It was what laid on her right shoulder- a large A, surrounded by an arrow. The symbol of the Avengers.

That what really confused her.

Was she apart of them?

Stark then interrupted her thoughts, **"he's in there."** Her eyes narrowed. She didn't see anything inside their target building.

Iron Man lowered towards a church, breaking through its roof and landing inside. Kara followed suit and she swore she caught the Vision flying higher, away from them. She really hoped he was on their side.

The blonde landed, and raised her head as a voice greeted her and Stark. "Come to confess your sins?"

"I don't know how much time you got." Stark shot back.

"More than you."

Kara's eyes went wide and she spun on her feet to face-

A massive machine. This Ultron was much larger than the one she faced before. It was big, buffed by even more metal and something about this one made her nervous. How come she hadn't seen it sooner?

"Have you been juicing?" Iron Man voiced as he stepped back. "Having a little vibrainium cocktail? I dot want to say you look puffy-"

"You're stalling to protect the people." Ultron frowned as he stepped towards them.

Together they both stepped back.

"Well that is the mission. Did you forget?" Tony sounded almost sad as he spoke.

"I've moved beyond your mission. I'm free."

The ground shook and next to Tony, Kara saw the ground rip open, a metallic device emerging from the stone and rock till it stopped about five feet off the ground.

"What, you think you were the only one stalling?"

She grit her teeth and placed one foot behind her.

"And before you try lunging at me in some valiant effort to destroy me before I can unleash my master plan," Ultron looked at her. "Let me explain to you why you couldn't see me." His arm retracted in itself and Kara's heart almost stopped when she saw a pair or tweezer like devices holding onto a thin strand of long, blond hair- her hair.

"Your DNA is so fascinating. And with this, oh." His arm reformed and he stood taller. "I learned so much."

Two red beams shot forth and hit her in the chest. She flew back, through the walls of the church and hit the ground once before hitting again and rolling to a stop.

Kara coughed and looked up just as a metal fist came down on her head. It snapped her head right back into the ground, dirt billowing out from her impact. Metal wrapped around her throat and she felt herself lifted into the air, then she was hurtled back towards the church. Her body hit something metal and bounced off right into another wall that shattered upon her impact.

"Geez, what are you made of? Vibrainium?" Stark asked. She ignored his jab and stood up, brushing off her skirt before she flew back through the wall and towards Ultron.

The Vision had his hands wrapped around the AI's throat, and Ultron gasped as the Vision's eyes grew brighter. She figured Ultron was handled and prepared to fly off and help the others deal with his minions when the Vision went limp. Ultron grabbed the other AI and slammed him on the ground, "you shut me out!"

"No matter." He released Vision and looked back at her. "I have other things to deal with."

Kara blitzed forward. She wasn't going to let him get the upper hand again.

Her fist met metal, air cones rippling out from the impact. The machine bucked and she pressed her advantage. One punch she sent for his head. Ultron back stepped. She sent a left hook; it connected with Ultrons side. The AI stumbled and Kara once more flew at him.

Red beams fired her way and she barrel rolled out of the way before both her fists met the machines chest. She dug her fingers into the metal and lifted, air rushing by as she pushed them to higher into the sky.

She would end this.

"You really think you can protect the world?" The machine laughed and Kara pressed harder.

Sonic booms rang out and she pushed herself beyond the speed of any jet the world had ever seen. The air whipped over her face, through her hair, and the cold nipped at her skin. she ignored all of it and focused her gaze on the metal man in front of her.

"You're just a girl. Tiny and obsolete even with all your strength!"

She could see the sky darkening at the corners of her eyes as she started to reach the upper atmosphere. Pinpricks of light started to shine in the dark skies and she grit her teeth as she felt the sun fill her with unrivaled power.

"Ah, let me guess the Captain convinced you to help? Of course. The self righteous Captain in all his glory. What woman could resist his charm?"

Her grip grew tighter, and the metal bent like putty.

The air grew thin.

Fire and heat started to rain around her and the metal man as she rushed them higher and higher.

"Or maybe you just have some false sense of heroic righteousness? You probably think yourself a hero right? Oh, you poor child."

"Shut up!" Kara finally screamed. She released the machine and slammed her knee into its gut. It reeled back and she let red hot energy burst from her eyes and scorch the metal armor. She burst forward again, and grabbed the machine.

Flying ten times the speed of sound she shot towards space. The atmosphere burnt at her skin but she pressed on.

"Only please you think you can win?"

She grit her teeth.

"You think-"

She punched the machine once more at super sonic speeds, which threw it even higher. The outer horizons of the planet were visible now, the darkness of space engulfing most of the sky while the stars shined like tiny pin-pricks of hope.

The air was beyond thin up here and she was surprised that she could even still hear anything.

"One chance." She warned with grit teeth. Her cousin was really against killing, and so was she, but this was a homicidal machine. So it wouldn't count.

Ultron laughed straightening himself as his boosters floated him closer to her. There was a creaking sound and Kara watched in horror as the metal she had broken, suddenly, began to break apart. Bolts popped, metal shrieked, and plates fell into the place between the sky and space.

"I told you. I needed to evolve, but I wondered how? How do I surpass all that I've seen?"

Two hands ripped through the chest of Ultron and Kara jumped back, her entire body ready for a fight.

"You came along and showed me that so much more was in store for me! Ha who would've guessed!"

The body was ripped in two and she glared as another metallic body revealed itself; the old falling to the earth. This one was only slightly larger, and made of the same silvery metal as the first, but thats where the similarities ended.

It's head was sleeker, and no longer did it have human looking eyes but large red slits and a sharp mouth. It's body looked not only like it was copied after the green raged monster she fought before, but it was more streamlined, more connected that the old. Red repulsers, like Starks, were on its hands and a triangle shaped, red glowing instrument was imbedded in its chest. It's arms flexed, and she could hear the tiny joints moving around inside.

"You showed me the possibilities with the sun, but I needed more power. Hence why we're here. I would've waited to show you this, but I needed more time to charge."

The machine raised a hand at her, red energy swirling around its arm before it collected at the center of its palm.

"Then I realized, you were here. You, whose very cells, drink from our yellow sun."

Her eyes went wide. "How did you-"

"Oh science can tell us a lot of things. How you drink in the sun's radiation, how you are almost invulnerable to physical damage, how you have a strange weakness against lead. Its fascinating really. Why do you think you couldn't see my machine? My bodies?"

Kara felt the sweat forming on her forehead. This wasn't what she expected.

"Lead. Such a simple metal that renders even your vision useless, but of course it can't kill you. No I would need to replicate your cells for myself to gain that power, but you obviously have years of absorbing the radiation under your belt. Then I thought something." The energy around it stopped flowing. "why not just take your power?"

Energy fired and Kara flew to the side.

Ultron shot forward this time; fast enough that Kara barely had time to blink before a metal fist hit her in the had. She spun and a knee crashed into her back before to metal hands wrapped around her throat from behind.

"Why not just take what you took from the sun?"

Then she felt it. She felt power, her power, gathering all throughout her body, she felt it leaving her skin, leaving her body. She felt herself trying to absorb more, to compensate, but the rate at which she was being drained was insane. She grabbed the metal hands and squished; the metal snapped.

She shot forward, out of Ultron's grip and watched in horror as the machine's hands popped off, only to be replaced by two more that came from inside it.

The machine didn't hesitate and flew at her. She met it head on.

Right, then left she dodged its fists. Then Ultron blasted her with red energy that sent her reeling through the air. She stopped herself mid fall and righted herself before launching back at the machine.

With a quick burst of his propellant, Ultron jet to the side of Kara's charge, his hand wrapping around her leg before pulling her back to him.

Another fist met Kara's check then Ultron's hands wrapped around her throat once more. She went wide eyed, lifting her legs before pressing against his chest once more. The metal dented, but she failed to break free from his grasp.

She clawed at his hands, bending the metal, but failing to snap it.

Her eyes went wide.

She was getting weaker.

This feeling… The burn, the pain. She had felt this before.

Her grip grew weaker and Ultron's gripped tightened. What was it? What was he doing to her? She was as strong as Clark! How could a machine be a match for- she gasped. A red sun.

That what this felt like. It felt like home. Her home with a red sun!

"No!" She yelled, her body renewing its hopeless struggle against the unrelenting machine.

It smiled.

"How?" She coughed, trying to pull the hand off her, though her grip did nothing more than barely budge the machine.

"I'm a computer. More powerful than any on this earth. I've run thousands of simulations of how to defeat you, and since your not human, I looked to the stars for answers once all humanities options filled me. Honestly it was rather hard to figure out." Ultron chuckled then grinned at her. "Now you die."

He released her, then a knee rocketed into her gut.

Blood filled her mouth, and she grabbed her stomach, A fist uppercut her. She flew back, higher into space. Her invulnerability was compromised. She had to get away.

Kara turned to fly away and a shoulder hit her in the chest. She reeled back, coughing. Something else hit her, powerful enough that she felt the burn in her chest, her amor barely withstanding the energy attack. Another fist hit her down towards the earth, and she flew down.

Another hit her again. She flew down faster, air rushing by her as it grew thicker the closer she got to earth. Then another hit her. And another.

Two hands wrapped around her throat and she gaged as the air was cut from her lungs.

She sped up, her back heating up and her hair fluttering violently. A sonic boom rang out and Ultron pushed even faster.

She could feel the ground getting closer.

It was so hot. Her skin felt like it was on fire.

She was completely weakened, but Ultron was stronger than her.

How had it come to this? Clark would've never been this foolish. He wouldn't have been taken by surprise.

But she couldn't give up!

Her hands once more clawed at the metal holding her, her retaliation renewing its fight.

She slipped two fingers through the metal ones. She tightened her grip and- Ultron released her, propelling himself away from her.

"Shit." Kara gasped, and spun around to see only trees.

Then she felt the rock.

* * *

Tony blasted the Ultron minion into a million pieces. He spared a distasteful look at the trashed machine before taking to the air.

He needed to get a bead on whatever Ultron was doing. He still didn't know and it was bugging him. What on earth could Ultron need that much vibrainium for?

 _Crackkk._

His eyes went wide.

Massive cracks ripped open in the ground, dust billowing into the air as chucks of rock crumbled and Sokovia literally started to rise into the air.

"It's looks like Sokovia's going for a ride…" Friday voiced in his helmet.

He could see the glow of the engines before the new floating city was even halfway out of the ground. He jet towards the city, his mind racing with every possibility of how he could stop had propulsion obviously, then there was the fact that the rock had to somehow be held together.

More than likely a magnetic seal. Maybe he could-

"Sir, Kara just reentered the atmosphere and- oh dear."

"What where?" Tony asked, following the ID tag he had implanted in her suit.

It looked like an asteroid and he magnified the vision of his suit.

"Shit. Thor, blondie needs help she-." He cut off as the girl slammed into the forest outside Sokovia at five point three seven times the speed of sound.

Then a voice filled the air.

 _"Do you see the beauty of it? The inevitability?"_

A child ran up his spine as Ultron's voice echoed through the mountains.

Tony shook his head.

"Sir," Friday started, "Kara's vital signs are dangerously low. Whatever Ultron did to her almost killed her. If she wasn't so durable I would assume- she's going into cardiac arrest!"

"Shit." Tony snapped. He threw his hands and feet in front of him, momentarily stopping in mid air and blasted off towards the forest.

" _You rise, only to fall. You,_ _Avengers_ _, you are my meteor. My swift and terrible sword and the Earth will crack with the weight of your failure."_

" **Stark any ideas how to bring this rock down?"** Captain America's voice filled the Comm lines.

"Friday?" Tony asked as he reached the forest's borders.

A few seconds passed then she responded, "if we bring it down now the impact right would kill thousands. Once its high enough? Global extinction."

" _Purge me from your computers, bring your Gods and Aliens down to harm me!_ _Turn my own flesh against me! It means nothing!"_

Iron man slowed as he reached the spot Kara had landed and quickly lowered himself, most of his mind still trying to figure out a way to stop the giant meteor rising into the sky only a few miles behind him.

With a clunk he landed next to the girl and went wide eyes. She was out cold, and stuck in a crater one hundred feet wide and seventy five feet deep.

Blood leaked form her open mouth.

" _But when the dust settles, the only thing living in this world…"_

"Sir, her hearts just stopped. You need to start it back up now or she's gone!"

" _Will be metal."_

* * *

 **A/N So here's another chapter. Sorry its been so long. I've had a lot going on. Too much on my plate and the fact my books almost done, that I haven't really been able to prioritize this fic. Anyway in defense of Ultron beating Kara, in the comics he kills Thor and Hulk, when all the Avengers were fighting him. It makes sense that he would be smart enough to figure out her weakness, and create something to mimic the effects of a red sun on Kara, hell his creator built his suit in a cave with a box of scraps, and Ultron if definitely smarter than Stark. So that's that.**

 **Also, would anyone like to see heroes from other universes in this? Other than DC I mean. I'm still not sure who else I'll bring in, but I just want to know yall's opinions.**

 **Welp, thanks for reading. God bless and review!**

 **-Metal4k**

 **P.S. Any fans of RWBY see that new episode? if so, dammmmnnnnn…..**


	6. Chapter 6

**Part I**

 **The Age of Ultron**

 **Chapter 6: Save them all**

* * *

Tony knelt down, his suit analyzing Kara's vital signs. Her heart had _just_ stopped. It'd been stopped for twenty seconds.

He had to start it now!

But how?

How! He had no electric weapons to kick start the organ, and Thor and Widow were god knows where! He needed to think! Think! His armor had no way to produce an electrical pulse. It's only weaponry was repulsor technology. His arc reactor could power an electric charge like a defibrillator no problem, but his armor had no outlets that-

He blinked. Of course! The armor was the problem. He needed to get inside it, past the plating and mechanisms that protect him, so he could funnel the electricity the same way broken electronics shocked a person when they touched exposed wiring.

"Friday, revert power to the repulsers. Concentrated blast at seventy percent power."

"Sir, I doubt-"

He lowered his left hand and raised his right.

"She's more durable than Thor. We're going to need something stronger than a regular defibrillator to restart her heart, and I don't have time to build one that strong."

His right repulser fired. He cursed as his left hand was hit, the metal denting snd turning a shade darker. He grabbed the dented metal and ripped it off, sparks flying out in every direction as he did so.

"Sir, the armor was not meant for-"

"I know." He flexed his hand, and several smaller sparks showered out from the exposed wiring and metal.

"If you increase the projected output of electricity needed you will-"

"I know the math."

He knelt and placed his right hand in the center of Kara's chest. "Put the repulsor blasts back up to one hundred percent."

"But-"

"Just do it."

Tony Stark glanced down once at the young woman. The arc reactor ran his suit, _it_ gave him power. By tearing out the repulsor and hand plating from his right gauntlet, but leaving the under mechanisms intact he had exposed the inner workings, the inner electronics of his suit to the world, and by extension, the exposed wiring that the Arc reactor fed to his hand. If his calculations were right, and they usually were, discharging the same amount of power a normal repulser blast would use would exert the same amount of energy through he wiring and now into Kara's chest. If he was wrong, his hand would explode or he would be electrocuted. Or both.

Unfortunately he didn't have the time to find out.

"Here we go." He fired once.

Her body arched and pain riddled his hand. Pin pricks, jolts of pain shot through his entire body. His teeth slammed together, his eyes shut, and his hair stood up.

"Shit." He groaned as he flexed his fingers once to ensure they were still working.

"Sir, the electric discharge was barley enough to pump her heart, not nearly close enough to start it."

He sighed. "Put fifty percent of all our power to my right hand."

"That much electricity could kill you."

Tony didn't bother responding and once more; fired his right hand.

The electrify sparked, and he gaged as pain swelled inside him. Bile rose in his throat, tingles ran through all his extremities, and Kara arched once more. No breath came from her.

"Full pump and circulation, but no restart."

He groaned and readied himself once more.

Third times the charm right?

He fired.

* * *

Kara gasped, tears filling her eyes and cold air stinging her throat and lungs as it filed her with life. She felt the bite of the air on her skin, and the light clicked in her eyes as darkness tried to consume her conscious mind once more.

"Finally." A voice groaned from beside her.

The darkness fled and she locked her gaze on the man- no _machine_ \- next to her. For a moment panic filled her as she stared at this being, till she remembered its- his, name. Tony Stark. Thats what he called himself. He was a friend right? He was her friend?

Her eyes went wide.

But who was she?

"Blondie you ok?" Stark said, getting to his feet.

Blondie? She blinked. Was that her name?

 _No. Kara. That's my name._

Her eyes slammed shut as pain ravaged her head. Why couldn't she remember?

Faces flashed through her mind. Flying men. Men in capes and cowls. A woman with a lasso.

A green, angry, monster- no, Bruce. Bruce Banner. A shield and the Captain, Steve Rodgers! The spy, Natasha.

The Avengers.

She opened her eyes. She remembered them. Them, and her name. But she also remembered falling.

Falling form the sky, through fire and space. Through dark eyes and the red of blood.

But that was it.

"I'm…." She managed but her throat cut off her voice. She couldn't- didn't, know what to say. She licked her lips and pressed her hand against her chest as a dull pain awoke inside her.

"I'm ok." She finally gasped out.

A scene unfolded in her mind.

Her versus the machine, Ultron.

Her losing.

But why did she lose?

She grit her teeth as it came back to her, the fight. He had drained her power, mimicked the radiation of a red sun to weaken her enough so he could beat her.

Thats right. She was a Kryptonian. She was a Superhero. She blinked again.

She was Supergirl, and she'd be damned if a _machine_ beat her.

"Uh huh." The genius looked her up and down.

Kara finally stood up. She widened her stance as a moment of dizziness washed over her, but it went as quickly as it came.

"What happened?" She spat, glaring at the man next to her. Normally she wouldn't be so rude, but to be honest she felt like shit.

Iron Man didn't reply right away. She raised an eyebrow, and he stated, "your heart stopped. Had to restart it."

He lifted his hand.

She frowned. His armor was ripped open, wires hanging out and if she was right, then she could see minimal burns coating the closest parts of his armor.

"Sorry."

"It's fine." Hey sighed. "Just have to cancel my trip to the moon."

"The moon?"

"Heard its peachy this time of year, but we'e got more important things to worry about." His thrusters started and he blasted off into the air.

Kara followed, but she instantly noticed her lack of speed and power. She was still weak. She needed the sun.

She floated to a stop next to Stark and looked at the sun. She could feel its power feeding her. She needed to get closer.

"Ultron's got his minions running around up there and if we don't find a way to stop it, he'll drop the whole damn city, and if he does that then we can say goodbye to everyone everywhere."

The blonde turned to ask what he meant by city but stopped once she saw it.

At least a thousand feet above them, and climbing fast, was a chunk of Sokovia.

Literally, a city was flying.

She looked back to the sun. "If I can get to the sun and back in time I could break the controls, wretch it free from Ultron."

Stark shook his armored head. "Won't work. We try to reverse the thrust or tamper with the controls its set to shoot itself down at the earth. There's no way that things coming down slow."

"Could you wretch control form Ultron?" She asked.

"Not likely. He'd probably hit the kill switch the moment I started to hack it."

Her teeth grit again. This damn machine was a problem.

"What if-"

"Look kid, you're heart just stopped." The man in machine turned to her. "Don't try taking him on your own. If anything, we need to take care of his minions, keep the civilians safe."

"I'll be fine." Kara pursed her lips, turning to the sun. "I'll just make sure he doesn't get the jump on me again."

"Not a good idea." Tony shook his head. "We don't know what else he's capable of doing, and he already dropped you once. Better we help the others clear out civilians before taking him on."

"I said I'll be _fine_." Her voice hardened and she glared at Stark. What was his problem?

"You just _died,_ you do realize that?"

Her eyes went wide, and her voice lost its flare. "What?"

"Your heart stopped. I said it like four times. Legally, you were dead."

"I didn't…" she trailed off. She had heard him, but it hadn't clicked. Had she died? Her heart stopped. That had never happened to her before.

"So as I was saying," Stark continued, "we keep his minions from hurting the civilians. Then we'll deal with Ultron."

The girl barely heard him. She had _died_. _Supergirl_ , had died. But she was as close to invincible as one could get. She'd taken a beating, that she remembered, but she dealt with worse. She had fought…

She had fought…

Eyes went wide, and her heart began to race.

She couldn't remember.

Thor and Iron Man had fought her. She fought the monster, the Hulk. She fought Ultron. She remembered those fights. but before that….

All she could remember was darkness. Feelings, and three people. The man dressed in blue and red. The one covered in darkness, and shadow. The woman with a lasso.

She remembered fire.

Who were they?

"Blondie, you hear me?"

She snapped from her daze and turned to Stark. "No, sorry what'd you say?"

The man didn't reply right away, and instead his head tilted to the side. "Okay, short and to the point, find Cap, help them keep Ultrons minions in check, and I'll figure out a way to bring this thing down without killing the planet."

"Okay." She mumbled.

"Good. Remember, no fighting the giant evil robot. Leave that to the grown ups, and if you start passing out make sure Thor catches you." Stark chided. His thrusters started up and he blasted off towards the still rapidly rising city.

Kara press her hands together. She felt tired.

But she needed to help.

With a snarl she pulled her resolve together and flew. She flew as fast as sound towards the city, and as she shot over the edge, becoming eye level with the towering buildings she saw the fight.

Dozens- no hundreds, of machines running and flying about, blasting everything insight.

Her X-ray vision and hearing told her of the hundreds of innocent civilians cowering in buildings, most of which where hiding inside a tall apartment complex not far form the edge of the now meteor.

But the machines weren't focusing on civilians. Their attention was on those who dared defy them.

The Avengers.

The righteous Captain, his ever faithful shield ripping through metal and stone as he fought against the horde. The Assassin, twirling like it was a dance, as her electric batons stung and brought down her enemies before her. The mighty God of Thunder slamming his hammer down, and engulfing dozens of robots in his deadly power. The Witch, who used her magic to protect the innocent and tear the machines apart from the smallest screw. The Speedster, who ran back and forth, through the machines as he took them apart one by one.

She grinned.

Then straight shot into the fray.

Red cape fluttering behind she landed one fist on a machine headed for the Captains back, completely ripping it apart. She felt the glancing blow of a high power beam and turned another machine to molten slag with her eyes.

"Glad you could join the fight kid." She heard the Captains voice, but on instinct spun around and grabbed the hand of another one of Ultrons minions.

Sure she was weakened, but she crushed the machines fist like a tin can, then ripped its arm off and used it as a bat to decapitate another minion that snuck up behind her.

"Stark," she once more heard Captain america speak up, "do you have any way to stop this city?"

She heard no reply, and focused one grabbing another machine and squeezing its head to a pulp before firing another volley of heat vision at two other machines that tried to sneak by her and towards the hidden civilians. They were incinerated and she shut her eyes to cut the power off before looking towards the sky.

Iron Man's words stuck with her, but she knew the only way to end this was to end Ultron. To end the AI behind all of this madness.

A scream broke through her thoughts and she saw a dozen machines marching towards a building. She heard the civilians inside panicking.

"No you don't!" Kara yelled. She shot forth and rammed the closest machine at full speed. It broke in two and she continued, grabbing another two by the throat and slamming them into a third.

The remaining bots turned to her and fired. Red glanced off her skin and she blocked one blast with her hand before she kicked and decapitated another. She dashed forward and brought her knee against another one's chest, successfully caving it in, and gripped anothers' arm before pulling it to her and head butting the poor thing.

Seven down, five to go. The scuffling of people inside the building, the terrified cries and whispers as bots attacked all around field her ears. She could here the hundreds of machines pouring into buildings the Avengers couldn't protect, she heard the screams of those that tried to fight back and lost.

A snarl formed on her lips, and the dirt rose from the ground. _Thum's,_ rang out from all around her and Kara continued her onslaught of metal. She ripped another machine in half, she blasted two more with her heat vision, and blowed a fourth in it throat before tearing its head off.

The last tried to flee but she grabbed its legs and pulled the thing apart with a vicious roar.

A breath escaped her, and she spun, gathering the air aorund her. A flash of light cuaght her eye and she glanced down.

A mirror.

Her armor was cracked and torn, most of it brunt from her re-entry when Unftron slammed her into the ground. Cuts lined her skin, and bruises covered her forearms. Her cape fluttered behind her, torn and ripped.

Torn and ripped…

Her eyes went wide.

She remembered her world. She remembered the end of it all-

 _Fire. It was burning, devouring all in it's path._

 _Buildings, trees, stone, metal, water… It all burned. Kara was flying above, hands over her mouth. She cupped her hands a moment later, "Diana!"_

 _There was no reply, so she kept flying forward- but she was just flying she was rushing, pushing past the sound barrier dozens of time over._

 _Snap!_

 _She spun and she saw it-_

 _Darkness incarnate. Something, beyond her understanding, something that she could barely register. Even in her memories, it didn't appear. It was shadow, it was fire._

 _And it held Wonder Woman, a God, a warrior, and her mentor, by the throat._

" _No!" Kara yelled, tears filling her eyes._

" _Supergirl, get out of here! Find Bruce and Clark!" Another voice called out from behind her, and she flinched as the Green Lantern, Hal Jordan, flew past._

 _Blast of green willpower slammed into he darkness. A shield formed round him and something, red and purple and black, shot out and shattered the lanterns shield. He flew backwards then a blast of blue engulfed the being and Diana fell form its grasp._

 _She flew downward and grabbed Diana before she fell into the chaos below._

" _Get her out of here!"_

 _Kara looked to a building and saw Cyborg, his sonic canon firing over and over and something in the air, above the smoke and ash._

" _Go now!"_

 _There was lightning and darkness engulfed the building right before Shazam flew by her, Black Adam following behind him as the two ignited the darkness with their powers; with lightning._

 _She gripped her mentor tighter, ignoring the thick blood that poured out of various wounds and onto her arms._

 _The air lifted her and she shot towards the north, trying to get away from metropolis as fast as she could._

 _The cackling of flames, the suds of guns, of jets flying towards the being fighting the heroes, fighting the villains even, all filled her ears. She looks dup as a rumble began and saw the sky burning, chunks of the Watchtower falling from the sky._

 _The scene morphed, the air turned to ground, building turned to hills, but the fire stayed. She was on the ground. She felt pain, so much pain._

 _Her hands were in front of her and she saw their charred state, she saw the lacerations on her arms and instinctively she wrapped herself in a light embrace._

" _Weak. Mortal."_

 _Smack!_

 _Something hit her in the head and she fell over, her legs giving out and her arms falling to her side. Her eyes broke in and out of focus._

 _Someone- no, something- stood above her. It was dark and tall._

 _It eyes blazed red, and fire whirled around it._

 _What was it?_

 _She squinted. She couldn't tell. Her eyes wouldn't focus, her mind refused to see it, to remember._

 _Then, there was a flash._

 _Blue and Red._

 _An S._

 _There were arms around her, lifting her up and she looked up to her savior._

 _Clark._

 _Battered and bruised, but still standing._

" _Kara listen to me. You have to save them. Save them all."_

 _Then, she was falling._

 _The sun stitched her back together, as the air burned at her clothes and skin._

 _She landed, and she faced the green monster. She fought side by side with the man in iron._

A shrill cry snapped her trance like glass, out and she frantically spun in circles. A moment later her ears locked onto the cries location and she looked down the street, to three buildings nearby where machines were infiltrating and hunting down innocents.

The air twirled around her and she blasted off, tearing through empty building and into the larger ones where the civilians were hiding. She broke through a wall, grabbed a chunk of dry wall mid-air, and hurdled it at the nearest drone. It shattered on impact and she flew down to the stairs where the machines were and successfully destroyed three bots before flying back up the whole stairwell to where five more bots were trying to hunt down a family.

 _Save them all…_

A door stood in her way, and she tore through it and into a living room where the five drones were standing around a scared family.

She grabbed two but their throats and crushed the metal beneath her hands, and entered a short boxing match with he the three. She ducked a blast of red, and sucker punched one before blasting another with her own heat vision. The third landed a punch that made her left foot step back, but with a single blow she broke the machine in two.

There was a silence and she sighed, her back hunching before she stood straight again and looked at the family. There was four of them. A woman holding her two children; two boys no older than twelve, and a man shielding all of them as best he could with his body.

"Are you okay?" She asked, kneeling down and smiling.

The father looked at her with a smile and opened his mouth to speak, but his eyes grew wide.

She heard the air tear open behind her and spun to face the window behind her. Her eyes saw Ultron flying- right at them. A split second later his metal form ripped through the walls of the building and grabbed her by the throat.

"You're bothering me kid." And he threw her.

Her body twisted and slammed through the buildings walls and she hit the ground before she could adjust herself.

The ground cracked and she coughed before looking up to find her assailant.

Ultron was floating high, above the building, but he wasn't facing her. He was facing the building.

She tilted her head. What was he doing?

He raised his palm.

Her eyes went wide. The family!

"You're weak." He fired, and red energy ripped through the building.

Dust and specks of debris broke out and the building itself groaned.

"No!" She screamed, but it was too late.

The buildings side cracked and broke, groans and screaming steel echoing through the air as the five story building croaked. It banked forward and there was snap, before the building fell forward, glass shattering and stone breaking.

Kara just stared as the building fell towards her. She didn't hear Ultron's monologue, or feel the air rushing around her as the building approached her.

She just saw the faces of the family.

The family she failed.

Suddenly hands grabbed her sides but before she blinked she was no longer in front of the building, she was racing at unparalleled speeds through the streets of Sokovia. She was being held by someone and she glanced up to see the Speedster smirk down at her.

"Come von. You're an Avenger. Don't just stand in vront of a vuilding." Hs accent was heavy, but before she could retort anything he stopped.

She jerked to a halt and shook her head before looking around. She saw the rest of the Avengers standing around, their backs to her and too the giant metal device she and Stark had witnessed emerging from the ground not to long earlier.

"Glad you could join us kid." Stark's voice greeted her.

 _Save them all…_

She got to her feet and walked up next to him, following his gaze outside the building.

The machines were gathering. There weren't just a few hundreds. There was an entire swarm of them. They flew, they marched, and above them all flew the machine that had brought a Kryptonian to her knees.

But she didn't care about Ultron or his drones. They were nothing compared to what her memories reminded her of.

"There's something I need to tell you all." She announced, earning a few glances.

"It can wait." Steve replied.

"No it-"

Iron Man then interrupted, "kid, we need to make sure not one of those machines touches the trigger behind us. If they do, its game over."

She grit her teeth and rolled her shoulders, floating higher into the air. "I have-"

"Finally." Ultrons voice rang deep, and called out to the heavens. "All of you against all of me. The last stand, of the Avengers."

The air tensed and Kara turned her gaze to the machine. Her eyes started to glow.

"How can you hope to stop me? You've purged me, you've fought me, but you can't kill me. None of you can hope to stop what is to come, the inevitable evolution of man kind." The machine floated higher, a smile gracing its metal lips.

"Well," Tony said, "like the old man said before,"

Kara snarled and her fists clenched. She needed to end this.

"Together."

* * *

 **A/N So its been a while, but now that the semester's over I can focus again on my stories here. This WILL continue and WILL be finished, along with 'The Legend'. I also am going to start a Destiny/Overwtach Fic in case anyone wants to read that, just keep an eye out on my profile for it these next couple of days.**

 **Onto the story! So here we have Kara showing signs of amnesia, then regaining her memory? If anyone think its chessy/lame or cheap, just wait till the next couple of chapters. Everything will make sense. After Ultrons arc a short Arc of about 3 to 4 chapters will take place, then we'll get into Civil War. Also, if anyone think Tony restarting her heart was a tad unbelievable, touch an exposed wire. I'm sure you'll understand once you get the, 'shocking' realization! Ha!**

 **Anyway, whose side will Kara choose?**

 **Thanks for reading! God bless and you guys are awesome for sticking with this!**

 **-Metal4k**


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